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Merlin Properties Socimi S.A.

Interim / Quarterly Report Jul 30, 2025

1857_ir_2025-07-30_9e4e7b2b-0451-45a9-a1f2-f357dd485d30.pdf

Interim / Quarterly Report

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Merlin Properties SOCIMI, S.A. and Subsidiaries

Consolidated Financial Statements for the sixmonth period ended 30 June 2025 prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union

MERLIN PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT INTERIM STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2025

Notes to the Notes to the
financial financial
ASSETS statements 30-06-2025 31-12-2024 EQUITY AND LIABILITIES statements 30-06-2025 31-12-2024
NON-CURRENT ASSETS: EQUITY: Note 9
Other intangible assets Note 5 4,410 1,025 Share capital 563,725 563,725
Property, plant and equipment Note 5 24,750 22,132 Share premium 4,146,605 4,259,670
Investment property Note 6 11,433,719 10,865,480 Reserves 2,695,677 2,529,381
Investments accounted for using the equity method Note 7 600,320 586,513 Other shareholder contributions 540 540
Non-current financial assets- Note 8 258,002 229,934 Valuation adjustments (20,410) (20,411)
Derivatives 796 1,622 Treasury shares (10,013) (14,450)
Other financial assets 257,206 228,312 Interim dividend - (101,234)
Deferred tax assets 53,687 53,321 Profit/(Loss) for the year attributable to the Parent 512,869 283,759
Total non-current assets 12,374,888 11,758,405 Equity attributable to the Parent 7,888,993 7,500,980
NON-CURRENT LIABILITIES:
Debt instruments and other marketable securities Note 10 2,783,395 2,781,045
Long-term bank borrowings Note 10 1,553,916 1,523,202
Other financial liabilities Note 11 240,310 194,763
Deferred tax liabilities Note 11 617,255 607,562
Provisions Note 11 6,952 11,390
Total non-current liabilities 5,201,828 5,117,962
CURRENT LIABILITIES:
CURRENT ASSETS: Debt instruments and other marketable securities Note 10 35,467 621,361
Inventories 55,900 54,005 Bank borrowings Note 10 65,610 4,124
Trade and other receivables Note 8 80,972 60,102 Other current financial liabilities Note 11 21,193 7,639
Other current financial assets Note 8 7,900 11,659 Trade and other payables Note 12 127,404 189,426
Other current assets 13,238 22,348 Current income tax liabilities 8,347 6,859
Cash and cash equivalents 841,294 1,552,676 Other current liabilities Note 11 25,350 10,844
Total current assets 999,304 1,700,790 Total current liabilities 283,371 840,253
TOTAL ASSETS 13,374,192 13,459,195 TOTAL EQUITY AND LIABILITIES 13,374,192 13,459,195

(Thousand euros)

The accompanying explanatory Notes 1 to 16 are an integral part of the interim condensed consolidated statement of financial position at 30 June 2025

MERLIN PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2025

(Thousand euros)

Notes to the
financial
statements 30-06-2025 30-06-2024
CONTINUING OPERATIONS:
Notes 4 and
Revenue 13.a 261,387 242,640
Other operating income 4,150 2,481
Staff costs Note 13.c (20,065) (17,886)
Other operating expenses Note 13.b (41,899) (45,986)
Profit/(loss) on disposal of non-current assets Note 6 4,279 409
Depreciation and amortisation charge Note 5 (2,282) (1,373)
Allocation to profit or loss of grants related to non-financial non-current assets and other
grants
42 26
Provisions Note 11 1,425 (2,838)
Changes in fair value of investment properties Note 6 361,895 6,253
PROFIT/(LOSS) FROM OPERATIONS 568,932 183,726
Changes in fair value of financial instruments (9,648) 775
Finance income Note 13.d 21,305 12,636
Finance expenses Note 13.d (69,012) (63,897)
Profit/(loss) on disposal of financial instruments (355) 11
Share of results of companies accounted for using the equity method Note 7 14,662 2,856
Exchange rate differences (49) -
PROFIT/(LOSS) BEFORE TAX 525,835 136,107
Income tax (12,966) (3,339)
PROFIT/(LOSS) FOR THE YEAR 512,869 132,768
Attributable to shareholders of the Parent 512,869 132,768
Attributable to minority interests - -
EARNINGS PER SHARE FROM CONTINUING OPERATIONS (in euros)
Basic Note 9.5 0.91 0.28
Diluted 0.91 0.28

The accompanying explanatory Notes 1 to 16 are an integral part of the interim condensed consolidated income statement for the six month period ended 30 June 2025.

MERLIN PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2025

Notes to the financial statements 30-06-2025 30-06-2024 PROFIT/(LOSS) PER INCOME STATEMENT 512,869 132,768 OTHER COMPREHENSIVE INCOME: Income and expense recognised directly in equity-Cash flow hedges (*) Note 9.6 (321) 26,062 OTHER COMPREHENSIVE INCOME RECOGNISED DIRECTLY IN EQUITY (321) 26,062 Transfers to income statement 429 (6,604) Tax effect (106) - TOTAL TRANSFERS TO INCOME STATEMENT Note 9.6 323 (6,604) TOTAL COMPREHENSIVE INCOME 512,871 152,226 Attributable to shareholders of the Parent 512,871 152,226 Attributable to minority interests - -

(Thousands of Euros)

The accompanying explanatory Notes 1 to 16 are an integral part of the interim condensed consolidated statement of comprehensive income for the six-month period ended 30 June 2025.

MERLIN PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2025

(Thousands of Euros)

Equity
Shareholder Profit/(Loss) attributable Total
Share Share for the Interim Valuation Treasury to the Equity
Capital Premium Reserves contributions year dividends Adjustments shares Parent
Balance at 31 December 2023 469,771 3,541,379 2,729,403 540 (83,497) (93,673) (9,475) (15,410) 6,539,038 6,539,038
Consolidated comprehensive income - - - - 132,768 - 19,458 - 152,226 152,226
Distribution of profit for 2023 (Note 9) - - (177,170) - 83,497 93,673 - - - -
Transactions with shareholders or owners:
Distribution of dividends (Note 9) - (108,505) (3,937) - - - - - (112,442) (112,442)
Acquisition / (disposal) of treasury shares - - (16) - - - - (16) (32) (32)
Share-based payments - - 1,402 - - - - - 1,402 1,402
Delivery of share distribution scheme - - (96) - - - - 1,019 923 923
Balance at 30 June 2024 469,771 3,432,874 2,549,586 540 132,768 - 9,983 (14,407) 6,581,115 6,581,115
Balance at 31 December 2024 563,725 4,259,670 2,529,381 540 283,759 (101,234) (20,411) (14,450) 7,500,980 7,500,980
Consolidated comprehensive income - - - - 512,869 - 2 - 512,871 512,871
Distribution of profit for 2024 (Note 9) - - 182,525 - (283,759) 101,234 - - - -
Transactions with shareholders or owners:
Distribution of dividends (Note 9) - (113,065) (10,753) - - - - - (123,818) (123,818)
Others - - 41 - - - (1) - 40 40
Acquisition / (disposal) of treasury shares - - (1) - - - - 16 15 15
Share-based payments - - (5,390) - - - - 3,198 (2,192) (2,192)
Delivery of share distribution scheme - - (126) - - - - 1,223 1,097 1,097
Balances at 30 June 2025 563,725 4,146,605 2,695,677 540 512,869 - (20,410) (10,013) 7,888,993 7,888,993

The accompanying explanatory Notes 1 to 16 are an integral part of the interim condensed consolidated statement of changes in equity at 30 June 2025.

MERLIN PROPERTIES SOCIMI, S.A. AND SUBSIDIARIES CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2025

(Thousands of Euros)

financial
30-06-2025
30-06-2024
CONTINUING OPERATIONS
statements
CASH FLOWS FROM OPERATING ACTIVITIES:
135,293
125,642
Profit for the year before tax
525,835
136,107
Adjustments for-
(324,279)
46,544
Depreciation and amortisation charge
Note 5
2,282
1,373
Change in fair value of investment property
Note 6
(361,895)
(6,253)
Allocation to profit or loss of grants related to non-financial non-current assets and other
grants
(42)
(26)
Changes in provisions for contingencies and charges
(1,424)
2,838
Profit/(Loss) on derecognition and disposal of non-current assets
Note 3
(4,279)
(409)
Finance income
Note 13
(21,305)
(12,636)
Finance expenses
Note 13
69,012
63,897
Changes in fair value of financial instruments
Note 8
9,648
(775)
Impairment and result on disposal of financial instruments
355
(11)
Share of results of investments accounted for using the equity method
Note 7
(14,662)
(2,856)
Exchange rate differences
49
-
Other adjustments to profit or loss
(2,018)
1,402
Changes in working capital-
(38,871)
(30,400)
Inventories
(1,894)
(366)
Accounts receivable
Note 8
(20,870)
756
Other financial assets
745
(2,447)
Accounts payable
Note 12
(62,022)
(40,516)
Other assets and liabilities
45,170
12,173
Other cash flows from operating activities-
(27,392)
(26,609)
Interest paid
(47,674)
(50,044)
Interest received
20,803
11,689
Income tax recovered/(paid)
(521)
11,746
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES:
(220,458)
(115,370)
Payments due to investments-
(256,302)
(118,780)
Investment property
Note 6
(238,572)
(101,145)
Intangible assets and property, plant and equipment
(8,250)
(5,362)
Contributions to associates and other non-current investments
(9,480)
(12,273)
Proceeds from disposals-
35,844
3,410
Investment property
35,844
3,410
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES:
(626,217)
253,838
Proceeds and payments relating to equity instruments-
(116,848)
(106,552)
Premium refund
Notes 9.2
(113,065)
(108,505)
Dividends paid
Note 9.3
(10,753)
(3,937)
Dividends Paid/ Premium refunds from subsidiaries
6,954
5,922
Issue of equity instruments
Note 9.4
16
(32)
Proceeds and payments relating to financial liabilities-
(509,369)
360,390
Debt issuance with credit institutions
100,000
282,875
Repayment of bank borrowings
Note 10.1
(8,769)
(12,661)
Issue/(Redemption) of debt instruments
Note 10.2
(600,000)
92,025
Other amounts received (paid) from financing activities
Note 10.5
(600)
(1,849)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
(711,382)
264,110
Cash and cash equivalents at beginning of period
1,552,676
461,223
Cash and cash equivalents at end of period
841,294
725,333
Notes to the

The accompanying explanatory Notes 1 to 16 are an integral part of the interim condensed consolidated statement of cash flows for the six-month period ended 30 June 2025.

Merlin Properties SOCIMI, S.A. and Subsidiaries

Explanatory notes for the interim condensed consolidated financial statements for the six-month period ending 30 June 2025.

1. Nature and activity of the Group

Merlin Properties SOCIMI, S.A. (hereinafter, the "Parent" or "MERLIN") was incorporated in Spain on 25 March 2014 under the Corporate Enterprises Act. On 22 May 2014, it was requested the inclusion of the Parent in the tax regime for real estate investment trusts (REITs), effective from 25 March 2014 (date of incorporation of the Parent).

On 27 February 2017, the Parent changed its registered office from Paseo de la Castellana 42 to Paseo de la Castellana 257, Madrid.

The Parent's corporate purpose, as set out in its Articles of Association, is as follows:

  • The acquisition and development of urban real estate for subsequent leasing, including the refurbishment of buildings as per Spanish Law 37/1992, of 28 December, on Value Added Tax (Ley 37/1992, de 28 de diciembre, del Impuesto sobre el Valor Añadido);
  • The holding of equity interests in real estate investment trusts ("REITs") or in other nonresident entities in Spain with the same corporate purpose and that operate under a similar regime as that established for REITs with respect to the mandatory profit distribution policy stipulated by law or by the Articles of Association;
  • The holding of equity interests in other resident or non-resident entities in Spain whose main corporate purpose is to acquire urban real estate for subsequent leasing, and that operate under the same regime as that established for REITs with respect to the mandatory profit distribution policy enforced by law or by the Articles of Association, and that fulfil the investment requirements stipulated for these companies; and
  • The holding of shares or equity interests in collective real estate investment undertakings regulated by Spanish Law 35/2003, of 4 November, on collective investment undertakings (Ley 35/2003, de 4 de noviembre, de Instituciones de Inversión Colectiva), or any law that may replace it in the future.

In addition to the economic activity relating to the main corporate purpose, the Parent may also carry on any other ancillary activities, i.e., those that generate income representing less than 20%, taken as a whole, of its income in each tax period, or those that may be considered ancillary activities in accordance with the law applicable at any given time.

The activities included in the Parent's corporate purpose may be indirectly carried on, either wholly or in part, through the ownership of shares or equity interests in companies with a similar or identical corporate purpose.

The direct and, where applicable, indirect performance of any activities that are reserved under special law are excluded. If the law requires a professional qualification, prior administrative authorisation, registration with a public registry, or any other requirement for the purpose of exercising any of the activities within the corporate purpose, such activity may not commence until all the applicable professional or administrative requirements have been met.

Merlin Properties SOCIMI, S.A. and Subsidiaries ("the Group") engage mainly in the acquisition and management (through leasing to third parties) of offices, buildings, and shopping centres, and may also invest to a lesser extent in other assets for lease.

On 30 June 2014, the Parent was listed on the Spanish stock market through a capital increase amounting to EUR 125,000 thousand, with a share premium of EUR 1,125,000 thousand. Merlin Properties SOCIMI, S.A.'s shares/securities have been listed on the electronic trading system of the Spanish stock exchanges since 30 June 2014.

On 15 January 2020, the Parent's shares were listed on Euronext Lisbon under a dual listing.

On 24 July 2024, the Parent carried out a capital increase amounting to EUR 93,954 thousand, with a share premium of EUR 826,796 thousand (see Note 9.1).

The tax regime of the Parent and a portion of its subsidiaries is governed by Spanish Law 11/2009, of 26 October, as amended by Spanish Law 16/2012, of 27 December, regulating REITs (Ley 16/2012, de 27 de diciembre, por la que se regulan las Sociedades Anónimas Cotizadas de Inversión en el Mercado Inmobiliario). Section 3 of this Law sets out the investment requirements for these types of companies, namely:

  1. At least 80% of a REIT's assets must be invested in urban real estate for leasing purposes and/or in land to be developed for leasing purposes provided such development starts within three years of acquisition, along with investments in the capital or equity of other entities referred to in section 2.1 of the above Law.

The value of the asset is calculated based on the average of the quarterly individual balance sheets of the year. To calculate this value, the REIT may opt to substitute the carrying amount for the fair value of the items contained in these balance sheets, which will apply to all the balance sheets of the year. Any money or collection rights arising from the transfer of these properties or investments made during the year or in prior years will not be included in the calculation provided that, in this last case, the reinvestment period referred to in section 6 of this Act has not expired.

  1. Furthermore, at least 80% of the income for the tax period, excluding income arising from the transfer of equity interests and real estate that are earmarked for pursuit of the main corporate purpose, once the holding period referred to below has elapsed, must arise from the lease of properties and dividends or shares in profits obtained from these holdings.

This percentage is calculated based on consolidated profit if the company is the parent of a group, as defined in section 42 of the Spanish Commercial Code (Código de Comercio), regardless of the place of residence and the obligation to prepare consolidated financial statements. This group will be formed only by REITs and the other entities referred to in section 2.1 of this Act.

  1. The REIT's real estate assets must be leased for at least three years. The time that the properties have been offered for lease, up to a maximum of one year, will be included for the purposes of this calculation.

This period will be calculated:

  • a. In the case of properties that are included in the REIT's assets before it avails itself of the regime, from the beginning of the first tax period in which the special tax regime established in this Act is applied, provided that the property is leased or made available for lease at that date. Otherwise, that set out in the paragraph below will apply.
  • b. In the case of properties developed or acquired subsequently by the REIT, from the date on which they were leased or made available for lease for the first time.

c. In the case of shares or equity interests in entities referred to in section 2.1 of this Act, they must be held as assets of the REIT for at least three years following their acquisition or, where applicable, from the beginning of the first tax period in which the special tax regime established in this Act is applied.

As established in Transitional Provision One of Law 11/2009, of 26 October, amended by Law 16/2012, of 27 December, regulating real estate investment trusts, REITs may opt to apply the special tax regime in accordance with section 13 of this Act, even if they do not meet the requirements established in this Act, provided these requirements are met within two years of the date on which the Company decides to apply this regime.

REITs are taxed at a rate of 0% for corporation tax. However, when the dividends that the REIT distributes to its shareholders holding an ownership interest exceeding 5% are exempt from tax or are subject to a tax rate lower than 10%, the REIT will be subject to a special charge of 19%, which will be considered to be the income tax charge, on the amount of the dividend distributed to these shareholders. If applicable, this special charge must be paid by the REIT within two months after the dividend distribution date.

Law 11/2021, of 9 July, on measures to prevent and combat tax fraud, which takes effect for those years beginning on or after 1 January 2021, amends section 9.4 of Law 11/2009, of 26 October, regulating real estate investment trusts (REITs). Specifically, it introduces a special tax of 15% on the amount of profit earned in the year that is not distributed, in the portion that comes from a) income that was not taxed at the standard corporate tax rate, and b) income that is not derived from the transfer of qualifying assets after the three-year holding period has elapsed, which fall under the three-year reinvestment period set out in section 6.1.b) of Law 16/2012, of 27 December. This special tax will be considered a corporation tax charge and will accrue on the date on which the resolution for the distribution of profit for the year is passed by the shareholders at the general meeting or equivalent body. The self-assessment must be carried out and the tax paid within two months from the date of accrual.

The transitional period in which the Parent had to meet all requirements of this tax regime ended in 2017. Group management, with the support of its tax advisers, performed an assessment of compliance with the regime's requirements, concluding that all requirements had been met as of 30 June 2025.

The separate and consolidated financial statements of Merlin Properties SOCIMI, S.A. for 2024, prepared by its directors, were approved by the shareholders at the Annual General Meeting on 30 April 2025.

The 2024 separate financial statements of the Group companies, which were prepared by their respective directors, were approved by their shareholders at the respective General Meetings within the periods established in applicable tax legislation.

In view of the business activities currently carried on by the Group, it does not have any environmental liabilities, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures on environmental issues are included in these interim condensed consolidated financial statements.

The Company did not change its corporate name in the six-month period ended June 30, 2025, and the fiscal year 2024.

2. Basis of presentation of the interim condensed consolidated financial statements and consolidation principles

2.1 Regulatory framework

The regulatory financial reporting framework applicable to the Group consists of the following:

  • The Spanish Code of Commerce and other corporate law;
  • International Financial Reporting Standards (IFRSs) as adopted by the European Union pursuant to Regulation (EC) No 1606/2002 of the European Parliament and Spanish Law 62/2003, of 30 December, on tax, administrative and social security measures (Ley de medidas fiscales, administrativas y de orden social), and applicable rules and circulars of the Spanish National Securities Market Commission (CNMV).
  • Law 11/2009, of 26 October, amended by Law 16/2012, of 27 December and following provisions, regulating listed companies investing in the property market (REITs) and other corporate law; and
  • Other applicable Spanish accounting standards.

The consolidated financial statements for 2024 were prepared in accordance with the regulatory financial reporting framework described in the paragraph above and, accordingly, they present fairly the Group's consolidated equity and consolidated financial position at 31 December 2024 and the consolidated results of its operations, the changes in consolidated equity and the consolidated cash flows in the year ended 31 December 2024.

These interim condensed consolidated financial statements are presented in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, and were approved by the Parent's directors on 30 July 2025, in accordance with section 12 of Royal Decree 1362/2007.

In accordance with IAS 34, interim financial information is prepared solely to update the content of the most recent consolidated financial statements prepared by the Group, focusing on new activities, events and circumstances arising during the period, and does not duplicate the information previously reported in the consolidated financial statements. The interim condensed consolidated financial statements at 30 June 2025 therefore do not include all the disclosures that would be required in complete consolidated financial statements prepared in conformity with International Financial Reporting Standards as adopted by the European Union and, accordingly, the accompanying interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2024.

The consolidated results and the determination of consolidated equity are sensitive to the accounting principles and policies, measurement bases and estimates used by the Parent's directors in the preparation of the condensed consolidated financial statements. The main accounting principles and policies and measurement bases used relate to those applied in the consolidated financial statements for 2024, except for the standards and interpretations that entered into force during the first half of 2025.

2.2 Bases for reporting the interim condensed consolidated financial statements

The interim condensed consolidated financial statements were obtained from the accounting records of the Parent and consolidated companies, and have been prepared in accordance with the regulatory financial reporting framework described in Note 2.1 and, accordingly, they present fairly the Group's consolidated equity and consolidated financial position at 30 June 2025 and the consolidated results of its operations, the changes in consolidated equity and the consolidated cash flows in the six-month period ended 30 June 2025.

Given that the accounting policies and measurement bases applied in preparing the Group's interim condensed consolidated financial statements for the six-month period ended 30 June 2025 may differ from those applied by some of the Group companies, the necessary adjustments and reclassifications were made on consolidation to unify these policies and bases and to make them compliant with IFRSs as adopted by the European Union

In order to uniformly present the various items composing the interim condensed consolidated financial statements, the accounting policies and measurement bases used by the Parent were applied to all the consolidated companies.

The figures relating to 30 June 2024 and 31 December 2024 are presented for comparison purposes only. The comparative figures presented at 30 June 2024 in each of the financial statements are unaudited and a limited review has been carried out by the external auditor.

2.2.1 Adoption of International Financial Reporting Standards effective as from 1 January 2025

During the first six months of 2025, the following standards, amendments and interpretations came into force, which, where applicable, were used by the Group in preparing the interim condensed consolidated financial statements:

Standards, Amendments and
Interpretations
Description Mandatory application in the
financial years beginning on or
after:
Amendments to IAS 21
Lack of exchangeability
This amendment adds requirements to help
institutions determine whether a currency is
exchangeable for another currency and the spot
rate to use when it is not.
1 January 2025

These standards and amendments have not had a significant impact.

All accounting policies and measurement bases with a significant effect on the condensed consolidated financial statements were applied.

2.2.2 Standards not yet in force in 2025

The following standards were not yet in force in the first half of 2025, either because their effective date is subsequent to the date of the interim condensed consolidated financial statements or because they had not yet been adopted by the European Union:

Standards, Amendments and
Interpretations
Description Mandatory application in the
financial years beginning on or
after:
Amendments to IFRS 9 and IAS 7
Amendments to the classification and
measurement of financial instruments
These
amendments
clarify
the
date
of
recognition and derecognition of certain financial
assets and financial liabilities; clarify and add
additional guidance for assessing whether a
financial asset meets the solely payments of
principal and interest test; include new disclosure
requirements; and update the disclosures for
equity instruments designated at fair value
through other comprehensive income.
1 January 2026
Amendments to IFRS 9 and IAS 7
Amendments to the classification and
measurement of financial instruments
These
amendments
clarify
the
date
of
recognition and derecognition of certain financial
assets and financial liabilities; clarify and add
additional guidance for assessing whether a
financial asset meets the solely payments of
principal and interest test; include new disclosure
requirements; and update the disclosures for
equity instruments designated at fair value
through other comprehensive income.
1 January 2026
Annual Improvements to IFRS Accounting
Standards, volume 11
The purpose of the amendments is to avoid
potential confusion arising from inconsistencies
in the wording of the standards by making
changes to the following standards:
• IFRS 1 "First-time Adoption of International
Financial Reporting Standards";
• IFRS 7 "Financial Instruments: Disclosures";
• IFRS 9 "Financial Instruments";
• IFRS 10 "Consolidated Financial Statements";
and
• IAS 7 "Statement of Cash Flows".
1 January 2026
IFRS 18
Presentation and disclosure in financial
statements
A new standard replacing IAS 1, the key new
concepts introduced relate to the structure of the
income
statement;
disclosures
for
certain
performance measures reported in the financial
statements;
and
improved
principles
on
aggregation and disaggregation of information in
the financial statements and notes.
1 January 2027
IFRS 19
Subsidiaries without public accountability:
Disclosures
This new standard has been developed to permit
subsidiaries
that
do
not
have
public
accountability, with a parent that applies IFRS
Accounting
Standards
in
its
consolidated
financial statements, to apply IFRS Accounting
Standards with reduced disclosure requirements.
1 January 2027

The Group is currently assessing the impacts that the future application of these standards, which must be applied for all periods beginning on or after 1 January 2026, may have on the consolidated financial statements once they enter into force, although the impacts are not expected to be material.

2.3 Functional currency

These interim condensed consolidated financial statements are presented in euros, since the euro is the functional currency in the area in which the Group operates.

2.4 Comparative information

As required by international Financial Reporting Standards (IFRSs) adopted by the European Union, the information contained in these interim condensed consolidated financial statements for the period ended 30 June 2025 is presented for comparison purposes with the information relating to the sixmonth period ended 30 June 2024 for the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows and for the year ended 31 December 2024 for the condensed consolidated statement the financial position.

2.5 Responsibility for the information and use of estimates

The information in these interim condensed consolidated financial statements is the responsibility of the Parent's directors.

The Group's interim condensed consolidated financial statements for the six-month period ended 30 June 2025 occasionally use estimates made by the senior executives of the Group and of the consolidated companies, later ratified by the directors, to quantify certain of the assets, liabilities, income, expenses and obligations reported by them. These estimates relate basically to the following:

    1. The market value of the Group's property assets. The Group obtained valuations from independent experts at 30 June 2025.
    1. The fair value of certain financial instruments.
    1. The assessment of provisions and contingencies.
    1. Management of financial risk and, in particular, of liquidity risk and the risk of climate change.
    1. The recovery of deferred tax assets and the tax rate applicable to temporary differences.
    1. Compliance with the requirements that govern listed real estate investment trusts.

Changes in estimates:

Although these estimates were made on the basis of the best information available at 30 June 2025 on the events analysed, events that take place in the future might make it necessary to change these estimates (upwards or downwards) in coming years. Changes in accounting estimates would be applied prospectively in accordance with the requirements of IAS 8, recognising the effects of the change in estimates in the related consolidated income statement.

2.6 Contingent assets and liabilities

There were no significant changes in the Group's main contingent assets or liabilities in the first six months of 2025.

2.7 Seasonal nature of Group transactions

In view of the activities carried out by the Group companies, the transactions are not markedly cyclical or seasonal. Accordingly, no specific disclosures in this regard are included in these explanatory notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025.

2.8 Consolidated statement of cash flows

The following terms are used in the condensed consolidated statement of cash flows, which was prepared using the indirect method, with the meanings specified:

  1. Cash flows: inflows and outflows of cash and cash equivalents, which are short-term, highly liquid investments that are subject to an insignificant risk of changes in value.

  2. Operating activities: the principal revenue-producing activities of the entities composing the consolidated Group and other activities that are not investing or financing activities.

  3. Investing activities: the acquisition and disposal of long-term assets and other investments not included in cash and cash equivalents.

  4. Financing activities: activities that result in changes in the size and composition of the equity and liabilities that are not operating activities.

2.9 Materiality

In accordance with IAS 34, in deciding on the information to be disclosed in the explanatory notes to the interim condensed consolidated financial statements or other matters in the notes to the financial statements, the Group took into account their materiality in relation to the condensed consolidated financial statements for the six-month period ended 30 June 2025.

2.10 Quantitative and qualitative information on the current economic and geopolitical impacts

During the first half of 2025, the global economy has shown signs of a slowdown, mainly influenced by a significant increase in uncertainty, especially associated with the new tariff policies implemented by the US government.

In the second quarter, international economic and financial performance was shaped by swings in trade tensions and growing uncertainty regarding the future direction of economic policies. The announcement on 2 April of the so-called "reciprocal tariffs" by the United States triggered a period of high volatility in financial markets, and the notification of countermeasures by the main regions affected —including the European Union— and an unprecedented escalation of trade measures between the United States and China.

The decision taken by the US on 9 April to temporarily suspend the implementation of some of the previously announced tariff measures has helped to partially ease trade tensions in recent weeks and greatly reduce the initial financial impact; however, important questions remain about the evolution of the current trade war.

Financial markets continue to be highly sensitive to potential negative shocks in an environment where ongoing negotiations may experience changes and uncertainty indicators remain at record highs, exceeding the levels observed in previous systemic episodes such as the COVID-19 pandemic or the Russian invasion of Ukraine.

Despite the deterioration of the international economic environment, the medium-term macroeconomic outlook for the euro area remains relatively stable compared to the estimates of three months ago. GDP of the euro area rebounded at the start of 2025 and beat expectations, driven mainly by a surge in European exports in anticipation of higher future tariffs.

According to the joint Eurosystem projections for June, activity in the euro area is expected to increase gradually in the coming years, with GDP growth estimated at 0.9% in 2025, 1.1% in 2026 —one tenth of a percentage point lower than previously expected, mainly due to the negative impact of the tariff dispute on confidence— and 1.3% in 2027.

As regards prices, the process of global disinflation continues, which is supported by lower energy prices. In recent months, the significant drop in energy prices, which was the result of both increased supply and lower global demand, has prolonged the downward trend in global inflation.

With respect to monetary policy, interest rates have been cut since the beginning of the year in advanced economies such as the euro area, the United Kingdom and Canada. International market expectations regarding future monetary policy developments at the major central banks have changed little, with further, albeit moderate, rate cuts in both the euro area and the United States expected for the remainder of the year.

The European Central Bank further lowered interest rates by 25 basis points at its June meeting, bringing the rate to 2%, which is a cumulative reduction of 200 basis points since June 2024. This change was based on an updated revision of the inflation outlook and on developments in core inflation. The ECB indicated that inflation is close to the medium-term target of 2%. However, in a context of high uncertainty, Eurosystem staff have considered alternative scenarios in which trade policies could have an impact on growth and inflation. If trade tensions intensify, both growth and inflation could fall below the baseline forecast; in contrast, a favourable resolution of these tensions would drive growth and, to a lesser extent, inflation higher than estimated.

In the case of Spain, the economy maintained robust growth in the first quarter of 2025, albeit with a slight deceleration that could continue in the second quarter. Forecasts for Spanish economic activity have been revised downwards, due, among other factors, to lower projected dynamic growth in foreign markets and the impact of uncertainty on the trade environment and environment policies. Despite GDP growth forecast for 2025 has therefore been reduced by three tenths of a percentage point to 2.4 % for 2025, and being adjusted downwards by one tenth of a percentage point to 1.8 % for 2026, Spain is growing significantly above the average for the European Union and the euro area. It is the fourth fastest growing economy in the European Union and the first among the large economies.

Inflation is expected to average 2.4% in 2025, one tenth of a percentage point lower than the March projection. The projection was revised as a result of the recent drop in energy prices and expectations of lower future prices, putting downward pressure on headline inflation; and due to the fact that prices in the services sector are expected to remain more persistent. The disinflation process is expected to continue from 2026 onwards, with an average rate of 1.7%.

Real estate investment in Spain grew by 20% in 2024 and is expected to maintain a dynamic pace in 2025, with an estimated increase of between 10% and 15%. Investment will continue to focus on assets with the greatest potential to generate value, where factors such as digitalisation, artificial intelligence and sustainability will be decisive.

In the office segment, take-up in Madrid is expected to stabilise at around 550,000 square metres, while Barcelona is expected to see a 20% increase. Demand will be aimed at high quality spaces, driving up prime rents. In Madrid, the high demand for housing is favouring the conversion of office buildings into residential housing, reducing the supply of office space and contributing to a better balance between supply and demand.

The logistics sector will continue to show strength for some time, with absorption in the main markets in line with the average of the last five years. In addition, the rebound in large portfolio transactions has boosted investment, while prime yields continue to remain very stable.

Investor interest in the retail sector will continue, supported by the slowdown in e-commerce and the enhancement of existing assets with a focus on customer experience. Annual retail in Spain sales are expected to grow at around 3.5% in 2025, driven by rising private consumption and the arrival of tourists.

Lastly, the outlook for investment and take-up in the data center segment in Spain for 2025 is very favourable and points to record growth, driven by the digital transformation, mass adoption of artificial intelligence, cloud expansion, 5G deployment and the development of emerging technologies such as IoT and edge computing. Spain is therefore consolidating its position as one of the most attractive European hubs for data centres, thanks to its strategic location, with connections to submarine cables land availability, competitive renewable energy prices and extensive fibre optic network.

In conclusion, despite the current environment of high uncertainty and the risks stemming from international trade tensions, the Group's financial strength will not be compromised. Given the macroeconomic stability of the euro area, together with sustained dynamic growth in key sectors such as real estate, the Group is expected to maintain a robust financial position with a great capacity to adapt to possible adverse scenarios.

Measurement of fair value of investment property

In accordance with IAS 40, the Group calculates the fair value of its investment property on a regular basis. This fair value is determined by using the appraisals carried out every six months by independent third-party experts as reference values, such that at the end of each six-month period the fair value reflects the market conditions of the investment properties at that date. In accordance with the Group's policy, valuers are rotated on a regular basis between the different types of real estate assets, which was carried out in the first half of 2023.

At 30 June 2025, the valuations conducted by CBRE Valuation Advisory, S.A., Jones Lang LaSalle, S.A. and Savills Consultores Inmobiliarios, S.A. did not provide any indications of material uncertainty regarding the market value of the Group's investment property.

In 2024 and 2023, the Group included at fair value those assets under construction that came into operation. In the first half of 2025, the Group also recognised at fair value the assets of the data centre business line that have building license and were under construction at that date.

Although these assets are in their early stages, it should be noted that assumptions have been taken into consideration for these assets regarding growth in occupancy, rents and normalised margins in mature markets, and the rate of completion of the capacity expansion work. The valuation of these assets is therefore sensitive to achieving the assumptions made, and there may be significant changes in value in the event of variances with respect to these assumptions.

The details of the main assumptions used in the appraisals at June 2025 and December 2024, based on the nature of the assets and the sensitivities to increases and decreases of those variables are included in Note 6 to the accompanying financial statements.

Liquidity risk

Experience has shown that consumer and investor behaviour can change rapidly during these times of uncertainty and volatility. Therefore, lending and investment decisions must reflect this high level of volatility and a potential deterioration in market conditions that may have a significant impact on the overall financial position of companies, which could be divided into the companies' or groups' own liquidity risk and the liquidity risk or credit risk of their customers.

Against this backdrop, at 30 June 2025 the Group had a leverage ratio of 28.6 %, understood as debt over the fair value of the assets (LTV) (this ratio is obtained by dividing the Company's net debt by the fair value of the assets including transaction costs) and cash and cash equivalents (including treasury shares) amounting to EUR 851,307 thousand.

The Parent's directors and management team are constantly monitoring the development of the current situation and the effects it may have on the credit market, and they believe that the Group's position at 30 June 2025 ensures that it will be solvent to meet its obligations in the statement of financial position sheet at 30 June 2025, and that there is no material uncertainty as to the continuity of the Group's operations.

Credit risk

In applying the simplified approach to impairment and credit risk, and also taking into consideration other differential factors of the Group's portfolio of tenants, the characteristics of their leases, and the amounts collected thus far, the Group has concluded that the increased credit risk of its customers has not been significantly affected, as the risk of default is less than 1% of turnover.

In relation to its other financial assets exposed to credit risk, which mainly correspond to loans to associates and third parties, the Parent's directors have determined that there has not been a significant increase in this risk, considering the measures agreed in some cases with borrowers and the long-term expectations based on the historical experience with those entities, which make it possible to estimate that the credit risk will remain stable over the expected life of the financial asset.

3. Changes in the scope of consolidation

On 21 March 2025, the Group increased its shareholding in Moregal Hotels, S.L. from 7.32% to 35.04% by subscribing a capital increase of EUR 9,250 thousand.

On 17 December 2024, the Group acquired 5.84% of the shares representing the share capital of HCG Levante, S.L. for EUR 1,070 thousand. The company owns land for tertiary use in the city of Valencia.

On 27 November 2024, the shareholders at the General Meeting of Global Murex Iberia, S.L. resolved to dissolve and liquidate the company, which was wholly owned by the Group. This transaction had no effect on the consolidated financial statements for 2024.

On 27 May 2024, the merger by absorption of Slack Tailwind Systems, S.L.U. and Slow Rise Spain, S.L.U. into Merlin Oficinas, S.L.U. was carried out (all of which are wholly owned by Merlin Properties SOCIMI, S.A.). This transaction had no effect on the consolidated financial statements for 2024.

4. Financial information by business line

a) Criteria

Group management has segmented its business activities into the business lines detailed below based on the type of assets acquired and managed:

  • Office buildings
  • Shopping centers
  • Logistics assets
  • Data centers

– Others: Assets not included in the above branches of activity, which correspond mainly to nonstrategic land and other smaller assets.

Any revenue or expenses that cannot be attributed to a specific business line or relate to the entire Group are attributed to "Corporate unit/Other", as are the reconciling items arising from the reconciliation of the result of integrating the financial statements of the various business lines (prepared using a management approach) with the Group's consolidated financial statements.

The profits of each business line, and each asset within each line, are used to measure performance since the Group considers this information to be the most relevant when evaluating the results of the business lines compared to other groups operating in the same businesses.

In the six-month period ended 30 June 2025, the Group carried out its activities in Spain and Portugal. In addition, in 2024 the Group reclassified certain assets from the Other business line to the Offices and Shopping Centre business lines based on their main use.

b) Basis and methodology for business line reporting

The information by business line below is based on monthly reports prepared by Group management and is generated using the same computer application that prepares all the Group's accounting information. The accounting policies applied to prepare the business line information are the same as those used by the Group, as described in Note 2.

Business line revenue relates to the revenue directly attributable to the business line plus the relevant proportion of the Group's general revenue that can be allocated on a reasonable basis to that business line. The revenue of each business line does not include interest or dividend income, gains on the disposal of investment property, or gains on debt redemption or repayment transactions.

The expenses of each business line are the expenses directly attributable to each line arising from its operating activities, plus the corresponding proportion of the expenses that can be reasonably allocated to the business line.

The business line's profit or loss is presented before any adjustment for non-controlling interests.

The assets and liabilities of the business lines are those that are directly related to their operations plus those that can be directly attributed to them in accordance with the above allocation basis, and include the relevant proportion of joint ventures.

c) Information on business lines

The information by business line at 30 June 2025 and the comparative information for the previous period (30 June 2024 for income and expenses, and 31 December 2024 for assets and liabilities) is as follows:

Thousands of euros
Office
buildings
Shopping
centers
Logistics Data
Centers
Other Corporate
Unit
Group total
Revenue from non-Group customers
Rental income 133,750 63,049 40,109 12,664 51 - 249,623
Services rendered 9,146 1,024 - 836 - 758 11,764
Net income 142,896 64,073 40,109 13,500 51 758 261,387
Other operating income 3,777 158 285 77 2 (149) 4,150
Staff costs (3,751) (3,281) (1,322) (292) - (11,419) (20,065)
Operating expenses (15,174) (6,675) (1,453) (9,277) (1,605) (7,715) (41,899)
Gains or losses on disposals of non-current
assets
3,031 45 431 - 772 - 4,279
Depreciation and amortisation charge (1,815) (8) - - (30) (429) (2,282)
Allocation of grants relating to non
financial assets and others
37 5 - - - - 42
Provisions 782 - - - 13 630 1,425
Changes in fair value of investment
property
90,986 20,551 42,423 207,954 (19) - 361,895
Profit/(Loss) from operations 220,769 74,868 80,473 211,962 (816) (18,324) 568,932
Changes in the fair value of financial
instruments -
Changes in fair value of financial
instruments - Other
(1) - 16 - - (9,663) (9,648)
Finance income 2,101 743 10 - - 18,451 21,305
Finance expenses (13,057) (8) (3,282) (236) - (52,429) (69,012)
Profit/(loss) on disposal of financial
instruments
(355) - - - - - (355)
Share of results of companies accounted for
using the equity method
- - - - - 14,662 14,662
Translation differences - - - (49) - - (49)
Profit/(Loss) before tax 209,457 75,603 77,217 211,677 (816) (47,303) 525,835
Income tax (2,811) (2,789) (7,838) - - 472 (12,966)
Income for the year 206,646 72,814 69,379 211,677 (816) (46,831) 512,869
Thousands of euros
Office
buildings
Shopping
centers
Logistics Data
Centers
Other Corporate
Unit
Group
total
Revenue from non-Group customers
Rental income 124,727 61,308 40,463 917 7,072 - 234,487
Services rendered 6,368 1,030 - 115 - 640 8,153
Net income 131,095 62,338 40,463 1,032 7,072 640 242,640
Other operating income 1,611 512 198 - 25 135 2,481
Staff costs (3,750) (3,428) (1,124) (185) - (9,399) (17,886)
Operating expenses (17,924) (6,971) (1,402) (3,723) (2,192) (13,774) (45,986)
Gains or losses on disposals of non-current
assets
(159) 27 (52) - 593 - 409
Depreciation and amortisation charge (620) - - - (12) (741) (1,373)
Allocation of grants relating to non
financial assets and others
26 - - - - - 26
Provisions - - - (3,543) - 705 (2,838)
Changes in fair value of investment
property
(25,615) (5,104) (3,743) 40,188 527 - 6,253
Profit/(Loss) from operations 84,664 47,374 34,340 33,769 6,013 (22,434) 183,726
Changes in the fair value of financial
instruments -
Changes in fair value of financial
instruments - Other
- - 1,208 - - (433) 775
Finance income - - 2 - - 12,634 12,636
Finance expenses (7,630) - (765) 30 (1,315) (54,217) (63,897)
Gains on disposal of financial instruments - - - - - 11 11
Share of results of companies accounted for
using the equity method
- - - - - 2,856 2,856
Translation differences - - - - - - -
Profit/(Loss) before tax 77,034 47,374 34,785 33,799 4,698 (61,583) 136,107
Income tax (2,084) (1,218) 298 - - (335) (3,339)
Income for the year 74,950 46,156 35,083 33,799 4,698 (61,918) 132,768
Thousands of euros
Office
buildings
Shopping
centers
Logistics Data
Centers
Other Corporate
Unit
Group total
Investment property 6,707,726 2,059,184 1,698,566 924,331 43,912 - 11,433,719
Non-current financial assets- 48,341 24,808 12,786 1,593 967 169,507 258,002
Derivatives - - 796 - - - 796
Other financial assets 48,341 24,808 11,990 1,593 967 169,507 257,206
Deferred tax assets 877 - 3,404 - - 49,406 53,687
Other non-current assets 16,074 3 2 5,086 1,657 606,658 629,480
Non-current assets 6,773,018 2,083,995 1,714,758 931,010 46,536 825,571 12,374,888
Trade receivables 42,177 20,193 3,903 5,725 - 8,974 80,972
Other current financial assets 65 196 7 - 145 7,487 7,900
Other current assets 61,336 65,707 7,949 14,531 688 760,221 910,432
Current assets 103,578 86,096 11,859 20,256 833 776,682 999,304
Total assets 6,876,596 2,170,091 1,726,617 951,266 47,369 1,602,253 13,374,192
Non-current bank borrowings and
debenture issues
635,535 - - - - 3,701,776 4,337,311
Other non-current liabilities 356,553 257,441 101,389 68,709 12,163 68,262 864,517
Non-current liabilities 992,088 257,441 101,389 68,709 12,163 3,770,038 5,201,828
Current liabilities 56,837 35,771 69,341 38,502 10,820 72,100 283,371
Total liabilities 1,048,925 293,212 170,730 107,211 22,983 3,842,138 5,485,199
Thousands of euros
Office
buildings
Shopping
centers
Logistics Data Centers Other Corporate
Unit
Group total
Investment property 6,586,397 2,014,249 1,651,459 569,693 43,682 - 10,865,480
Non-current financial assets- 43,744 25,268 10,925 319 967 148,711 229,934
Derivatives - - 1,622 - - - 1,622
Other financial assets 43,744 25,268 9,303 319 967 148,711 228,312
Deferred tax assets 983 - 3,404 - - 48,934 53,321
Other non-current assets 15,067 18 2 5,051 1,674 587,858 609,670
Non-current assets 6,646,191 2,039,535 1,665,790 575,063 46,323 785,503 11,758,405
Trade receivables 29,235 16,368 5,443 8,750 - 306 60,102
Other current financial assets 33 196 - - 177 11,253 11,659
Other current assets 93,216 65,845 19,743 13,708 12 1,436,505 1,629,029
Current assets 122,484 82,409 25,186 22,458 189 1,448,064 1,700,790
Total assets 6,768,675 2,121,944 1,690,976 597,521 46,512 2,233,567 13,459,195
Non-current bank borrowings and
debenture issues
486,356 - 69,377 - - 3,748,514 4,304,247
Other non-current liabilities 355,926 254,992 96,833 27,022 12,167 66,775 813,715
Non-current liabilities 842,282 254,992 166,210 27,022 12,167 3,815,289 5,117,962
Current liabilities 51,494 32,720 21,624 45,887 10,976 677,552 840,253
Total liabilities 893,776 287,712 187,834 72,909 23,143 4,492,841 5,958,215

d) Geographical segment reporting

For the purpose of reporting information on geographical areas, business line revenue is grouped based on the geographical location of the assets. The assets of the business line are also grouped according to their geographical location.

The following table summarises the revenue and non-current investment property for each of the assets held by the Group by geographical area:

Thousands of euros
Rental income % Investment
property
%
Madrid 122,463 46% 6,074,928 52%
Catalonia 49,453 19% 1,583,898 14%
Portugal 33,860 13% 1,343,068 12%
Castille-La Mancha 16,095 6% 698,982 6%
Andalusia 10,646 4% 292,600 3%
Valencia 10,009 4% 294,404 3%
Galicia 10,770 4% 346,576 3%
Basque Country 5,930 2% 634,603 6%
Rest of Spain 5,491 2% 164,660 1%
Total 264,717 100% 11,433,719 100%
Thousands of euros
Rental income % Investment
property
%
Madrid 243,203 48% 5,882,323 54%
Catalonia 73,520 15% 1,498,330 14%
Portugal 65,113 13% 1,292,933 12%
Castille-La 31,776 6% 676,138 6%
Mancha
Andalusia
22,172 5% 295,701 3%
Galicia 20,297 4% 329,140 3%
Valencia 18,759 4% 285,775 3%
Basque Country 14,726 3% 440,810 4%
Rest of Spain 10,814 2% 164,330 1%
Total 500,380 100% 10,865,480 100%

e) Main customers

The table below lists the most important tenants at 30 June 2025 and 31 December 2024, and the primary characteristics of each of them:

At 30 June 2025
----------------- -- -- --
Position
Name
Type % of total % Maturity
of Income accumulated
1 CoreWeave Data Centers 4.3% 4.3% 2034
2 Endesa Offices 3.9% 8.2% 2028-2030
3 Inditex Shopping centers 3.1% 11.3% 2026
4 Comunidad de Madrid Offices 2.3% 13.6% 2025-2031
5 Tecnicas Reunidas Offices 1.8% 15.4% 2028-2032
6 PwC Offices 1.7% 17.1% 2028-2030
7 Hotusa Offices 1.5% 18.6% 2028
8 BPI Offices 1.5% 20.1% 2031
9 Indra Offices 1.5% 21.6% 2025-2033
10 IBM Offices 1.4% 23.0% 2025-2030
Position Name Type % of total
of Income
%
accumulated
Maturity
1 Endesa Offices 4.1% 4.1% 2028-2030
2 Inditex Shopping centers 3.3% 7.4% 2025-2026
3 Comunidad de Madrid Offices 2.4% 9.8% 2025-2031
4 Técnicas Reunidas Offices 2.3% 12.1% 2028-2032
5 Hotusa Offices 1.8% 13.9% 2028-2030
6 PwC Offices 1.6% 15.5% 2028
7 BPI Offices 1.5% 17.0% 2031
8 Indra Offices 1.5% 18.5% 2025-2033
9 IBM Offices 1.4% 19.9% 2025-2030
10 Logista Logistics 1.4% 21.3% 2025-2040

5. Other intangible assets and property, plant and equipment

The changes in "Other intangible assets" and "Property, plant and equipment" in the first six months of 2025 are mainly due to the acquisition of the right to use a forest in Salamanca in the amount of EUR 2,750 thousand as part of the "Path to Net Zero" plan with which the Group aims to achieve emission neutrality by 2030, and additions relating to plant, furniture and office equipment and to depreciation for the period amounting to EUR 2,282 thousand, which is recognised under "Depreciation and amortisation charge" in the accompanying condensed consolidated income statement.

6. Investment property

The changes in this heading in the six-month period ended 30 June 2025 and in 2024 were as follows:

Thousands of euros
Balances at 1 January 2024 10,639,763
Additions for the financial year 292,716
Disposals (65,932)
Changes in value of investment property (1,067)
Balances at 31 December 2024 10,865,480
Additions for the financial year 238,572
Disposals (32,228)
Changes in value of investment property 361,895
Balances at 30 June 2025 11,433,719

Investment property is recognised at fair value. Income recognised in the condensed consolidated income statement at 30 June 2025 from measuring investment property at fair value amounted to EUR 361,895 thousand.

Investment property mainly includes real estate assets in the office, shopping centre, logistics and data centre business lines.

The main additions made in the first six months of 2025 relate to the construction of data centres located in Madrid, Barcelona, Bilbao and Lisbon for EUR 105 million, the construction and refurbishment work carried out on the Marineda Shopping Centre in La Coruña and office buildings, such as the Liberdade building in Lisbon, and the purchase of an office building for coworking in Madrid for EUR 9,442 thousand and the payments made for future purchase options on land for the construction of data centres in the amount of EUR 42,037 thousand.

The disposals in the first half of 2025 relate to the sale of an office building in Madrid for a total of EUR 37 million, which resulted in a total capital gain of EUR 3,447 thousand at 30 June 2025, recognised under "Gains/(losses) on disposal of assets" in the accompanying condensed consolidated income statement.

At 30 June 2025, the Group had pledged real estate assets totalling EUR 1,688 million to secure various loans and derivative financial instruments, the balances of which at 30 June 2025 amounted to EUR 695 million and EUR 6.1 million, respectively, (see Note 10).

All properties included under "Investment property" were insured as of 30 June 2025.

At 30 June 2025, the Group had firm purchase commitments for investment property, excluding the committed investments in construction and improvements amounting to EUR 247 million.

At 30 June 2025, the gross surface areas and occupancy rates of the assets by business line were as follows:

Square metres (*)
Gross leasable area Occupancy
Comm. of
Madrid
Catalonia Comm. of
Valencia
Galicia Andalusia Basque
Country
Castille
La
Mancha
Rest of
Spain
Portugal Total rate (%)
Offices 873,670 232,738 - - 13,037 - - - 107,322 1,226,767 94.2%
Shopping centers 74,606 31,905 49,885 132,405 37,975 25,922 - 32,888 60,089 445,675 96,5% (**)
Logistics 319,196 132,100 61,604 - 139,218 26,774 681,270 21,579 78,381 1,460,122 96.2%
Data Centers 22,508 22,131 - - - 21,750 - - - 66,389 n.a. (1)
Other 1,899 1,140 - - - 46 - - - 3,085 61.6%
Total surface area 1,291,879 420,014 111,489 132,405 190,230 74,492 681,270 54,467 245,792 3,202,038 95.4%
% weight 40.4 % 13.1 % 3.5 % 4.1 % 5.9 % 2.3 % 21.3 % 1.7 % 7.7 % 100.0 %

(*) Does not include square metres of projects in progress or land.

(**) Does not include vacant units acquired for refurbishment.

(1) The market standard for data centres is to measure occupancy based on processing capacity, considering the required square metres of space for processing rooms, the latter of which is the main object of leases in the data centres business line. At 30 June 2025, the Group's three data centres currently in operation have an available processing capacity of 26 MW, with 21.2 MW (81.5%) committed at that date. The Group considers committed capacity to be that which is physically occupied at the reporting date or, while not occupied at the reporting date, that for which there are contractual commitments that reserve such capacity to ensure future growth for the Group's customers. In addition, the data centres have a committed capacity of 45.2 MW as of 30 June 2025, if future processing capacity is included.

Fair value measurement and sensitivity

All investment property leased or earmarked for lease through operating leases is classified as investment property.

In accordance with IAS 40, the Group calculates the fair value of its investment property on a regular basis. This fair value is determined by using the appraisals carried out every six months by independent third-party experts as reference values, such that at the end of each six-month period the fair value reflects the market conditions of the investment properties at that date.

The market value of the Group's investment property at 30 June 2025, calculated based on appraisals carried out by Savills Consultores Inmobiliarios, S.A., CBRE Valuation Advisory, S.A. and Jones Lang LaSalle, S.A., independent valuers not related to the Group, amounted to EUR 11,261,749 thousand (EUR 10,742,187 thousand in 2024). This appraisal does not include the value of the rights of use recognised in accordance with IFRS 16 amounting to EUR 54,473 thousand (EUR 53,965 thousand in 2024) or the amounts relating to advances paid by the Group to third parties to purchase assets and other unvalued assets amounting to EUR 117,497 thousand (EUR 69,328 thousand in 2024). The valuation was carried out in accordance with the Appraisal and Valuation Standards issued by the Royal Institution of Chartered Surveyors (RICS) of the United Kingdom and the International Valuation Standards (IVS) issued by the International Valuation Standards Council (IVSC). In relation to the fair value of the rights of use, the Group also obtains valuations from independent third parties.

The method used to calculate the market value of investment property involves drawing up ten-year projections of income and expenses for each asset, adjusted at the reporting date using a market discount rate. The residual value at the end of year 10 is calculated by applying an exit yield to the net income projections for year 11. The market values obtained are analysed by calculating and assessing the capitalisation of the returns implicit in these values. The projections are intended to reflect the best estimate of future income and expenses from the real estate assets. Both the exit yield and discount rate are determined taking into account the national market and institutional market conditions.

Breakdown of fair value of investment property

At 30 June 2025 and 31 December 2024, the detail of assets measured at fair value by their level in the fair value hierarchy is as follows:

Thousands of euros
Total Level 1 Level 2 Level 3
Fair value measurement
Investment property:
Offices
Land 3,148,894 - - 3,148,894
Buildings 3,558,832 - - 3,558,832
Shopping centers
Land 739,249 - - 739,249
Buildings 1,319,935 - - 1,319,935
Logistics
Land 543,261 - - 543,261
Buildings 1,155,305 - - 1,155,305
Data Centers
Land 116,712 - - 116,712
Buildings 807,619 - - 807,619
Other
Land 42,578 - - 42,578
Buildings 1,334 - - 1,334
Total assets measured at fair value 11,433,719 - - 11,433,719
Thousands of euros
Total Level 1 Level 2 Level 3
Fair value measurement
Investment property:
Offices
Land 2,991,865 - - 2,991,865
Buildings 3,594,531 - - 3,594,531
Shopping centers
Land 723,341 - - 723,341
Buildings 1,290,909 - - 1,290,909
Logistics
Land 706,513 - - 706,513
Buildings 944,946 - - 944,946
Data Centers -
Land 52,592 - - 52,592
Buildings 517,101 - - 517,101
Other
Land 42,471 - - 42,471
Buildings 1,211 - - 1,211
Total assets measured at fair value 10,865,480 - - 10,865,480

No assets were reclassified from one level to another during the period.

Assumptions used in the measurement

In relation to determining the fair value of investment property, the significant unobservable inputs used to measure the fair value of investment property corresponded to the rental income, exit yields and the rate used for discounting the cash flows of the projections (IRR).

The quantitative information on the significant unobservable inputs used in measuring fair value of the investment property is shown below.

Exit yield Discount rate
Offices 3.70% - 7.60% 5.20% - 9.60%
Shopping centers 3.92% - 7.75% 6.25% - 9.75%
Logistics 4.75% - 6.25% 6.50% - 9.50%
Data Centers 5.50% - 8.00% 9.00% - 11.00%
Other 5.50% - 7.50% 6.52% - 18.50%
Exit yield Discount rate
Offices 3.70% - 7.60% 5.20% - 10.10%
Shopping centers 3.92% - 7.75% 6.25% - 9.75%
Logistics 4.75% - 6.25% 6.50% - 9.50%
Data Centers 5.50% - 7.00% 10.00% - 12.00%
Other 5.50% - 7.50% 6.62% - 18.50%

The market rents per square metre per month used in the valuation have ranged between EUR 3.24 and EUR 67.64 depending on the type of asset and location. The growth rates of the rents used in the projections used in the valuations are mainly based on the CPI. It should be noted that the previous minimum rent corresponds to a logistics asset and the maximum rent relates to a retail asset located in a prime area.

Analysis of sensitivity of assumptions

The effect of a one-quarter, one-half and one-point change in the required rates of return (the "IRR", the rate used for discounting the cash flows of the projections), on the consolidated assets and the consolidated income statement, with respect to investment property, would be as follows:

At 30 June 2025

Thousands of euros
Assets Consolidated profit/(loss) before tax
0.25% 0.50% 1% 0.25% 0.50% 1%
Increase in IRR
Decrease in IRR
(216,844)
222,006
(428,663)
449,314
920,415 (837,747) (216,844)
222,006
(428,663)
449,314
(837,747)
920,415

At 31 December 2024

Thousands of euros
Assets Consolidated profit/(loss) before tax
0.25% 0.50% 1% 0.25% 0.50% 1%
Increase in IRR
Decrease in IRR
(209,144)
214,167
(413,400)
433,492
888,190 (807,755) (209,144)
214,167
(413,400)
433,492
(807,755)
888,190

The effect of a 1%, 5% and 10% change in the rents considered would have the following impact on the investment property in consolidated assets and in the consolidated income statement:

At 30 June 2025

Thousands of euros
Assets Consolidated profit/(loss) before tax
1% 5% 10% 1% 5% 10%
Increase in rents 92,341 461,704 923,408 92,341 461,704 923,408
Decrease in rents (92,341) (461,704) (923,408) (92,341) (461,704) (923,408)

At 31 December 2024

Thousands of euros
Assets Consolidated profit/(loss) before tax
1% 5% 10% 1% 5% 10%
Increase in rents
Decrease in rents
83,801
(83,801)
419,003
(419,003)
838,006
(838,006)
83,801
(83,801)
419,003
(419,003)
838,006
(838,006)

The effect of a one-quarter, one-half and one point change in the exit yields considered, in the case based on return calculated as the result of dividing the net operating income for the last year of the period analysed by the estimated exit value, on consolidated assets and on the consolidated income statement, regarding investment property, would be as follows:

At 30 June 2025

Thousands of euros
Assets Consolidated profit/(loss) before tax
0.25% 0.50% 1% 0.25% 0.50% 1%
Increase in exit yield
Decrease in exit yield
(242,449)
261,438
(467,906)
544,186
1,184,963 (874,519) (242,449)
261,438
(467,906)
544,186
(874,519)
1,184,963

At 31 December 2024

Thousands of euros
Assets Consolidated profit/(loss) before tax
0.25% 0.50% 1% 0.25% 0.50% 1%
Increase in exit yield (298,733) (572,205) (1,055,183) (298,733) (572,205) (1,055,183)
Decrease in exit yield 327,665 688,677 1,533,417 327,665 688,677 1,533,417

Accordingly, the impact on the consolidated income statement of the revaluations of the Group's investment property during the first six months of 2025 and 2024, taking into consideration all headings affected in the consolidated income statement, is as follows:

Thousands of euros
30-06-2025 30-06-2024
Changes in fair value of investment properties 361,895 6,253
Effect on income statement 361,895 6,253

7. Investments accounted for using the equity method

The changes in the first six months of 2025 in investments in companies accounted for using the equity method are as follows:

Thousands of euros
30-06-2025 31-12-2024
Beginning balance 586,513 537,288
Additions made during the year 9,310 41,074
Payments made in the financial year (358) -
Transfers - -
Dividends (9,807) (5,922)
Profit/(Loss) for the year 14,662 14,073
Closing balance 600,320 586,513

In relation to the investments accounted for using the equity method, the additions in the first half of 2025 related mainly to the subscription of the capital increase carried out by Moregal Hotels, S.L., which led to an increase in the Group's investment of EUR 9,250 thousand (see Note 3).

The other changes in the first half of 2025 relate mainly to the profit obtained by investees and the dividends distributed by Centro Intermodal de Logística, S.A. (CILSA), Araba Logística, S.A. and Parking del Palau, S.A. for a total of EUR 9,807 thousand.

The additions in 2024 related mainly to the subscription of the capital increases carried out by Crea Madrid Nuevo Norte, S.A. in 2024, which entailed an increase in the Group's share capital of EUR 40,002 thousand, and the purchase of 5.84% of HCG Levante, S.L. (see Note 3) for EUR 1,070 thousand.

The investee Silicius Real Estate SOCIMI, S.A. holds a call option on the shares held by the Group, the fair value of which is recognised under "Other non-current financial liabilities". Its final settlement will not be in cash but rather will affect the final valuation adjustment of the shareholding, if any.

The most significant shareholdings relate to the 48.5% investment in CILSA with a consolidated net value of EUR 243,083 thousand and the 14.46% investment in Crea Madrid Nuevo Norte, S.A. with a consolidated net value of EUR 213,971 thousand. In relation to the investment accounted for using the equity method in Crea Madrid Nuevo Norte, S.A., the Group considers that the value recognised for accounting purposes is reasonable as it does not differ significantly from the current value, in view of the long-term time horizon for developing the investment.

Appendix I to the Group's consolidated financial statements for 2024 includes a list of the main investments in associates, including the name, country of incorporation, business activity and the percentage of interest in the share capital, and there were no significant changes in the main aggregates of the Group's associates.

8. Current and non-current financial assets

The breakdown of the balance of this heading in the condensed consolidated statement of financial position is as follows:

Classification of financial assets by category:

Thousands of euros
30-06-2025 31-12-2024
Non-current:
At fair value
Interest rate derivatives 796 1,622
Equity instruments 11,718 11,151
At amortised cost
Loans to third parties 164,633 146,589
Loans to associates 13,419 13,745
Deposits and guarantees 67,436 56,827
Total Non-current 258,002 229,934
Current:
At amortised cost
Loans to associates 5,511 4,312
Loans to third parties 236 236
Other financial assets 2,153 7,111
Trade and other receivables 80,972 60,102
Total current 88,872 71,761

The carrying amount of financial assets recognised at amortised cost does not differ from their fair value.

Derivatives

At the end of June 2025 and December 2024, the valuation of interest rate derivatives receivable was recognised under "Derivatives" (see Note 10).

Loans to third parties

"Other non-current financial assets" includes the loan granted to Desarrollos Urbanísticos Udra, S.A.U. for an initial amount of EUR 86,397 thousand, which accrues interest at market rates. At 30 June 2025, EUR 93,737 thousand in principal and EUR 1,265 thousand in interest had yet to be paid. In relation to the above loan, the Group has guarantees from the creditor associated with the 10% shareholding in Crea Madrid Nuevo Norte, S.A. and the borrower was not identified as having any credit risk.

In addition, this heading also includes rental income recognised on a straight-line basis, marketing costs and tenant establishment expenses amounting to EUR 69,630 thousand (EUR 52,528 at 31 December 2024).

Deposits and guarantees

"Deposits and guarantees" primarily includes the guarantees provided by lessees as security deposits amounting to EUR 65,444 thousand (EUR 55,052 thousand at 31 December 2024), which the Group has deposited with the housing authority (Instituto de la Vivienda) in each region. At 30 June 2025, the guarantees received by lessees as security deposits amounted to EUR 76,797 thousand (EUR 70,197 thousand at 31 December 2024) and were recognised under "Non-current liabilities - Other financial liabilities" on the liability side of the accompanying consolidated statement of financial position for the period ended 30 June 2025 (see Note 11).

Classification of financial assets by maturity:

The classification of the main financial assets by maturity is as follows:

At 30 June 2025

Thousands of euros
Less than 1
year
From 1 to 5
years
Over 5 years Undetermined
maturity
Total
Interest rate derivatives - 796 - - 796
Equity instruments - - - 11,718 11,718
Loans to third parties and associates 236 48,234 129,818 - 178,288
Deposits and guarantees - - - 67,436 67,436
Loans to associates 5,511 - - - 5,511
Other financial assets 2,153 - - - 2,153
Trade and other receivables 80,972 - - - 80,972
Total financial assets 88,872 49,030 129,818 79,154 346,874

At 31 December 2024

Thousands of euros
Less than 1
year
From 1 to 5
years
Over 5 years Undetermined
maturity
Total
Interest rate derivatives - 1,622 - - 1,622
Equity instruments - - - 11,151 11,151
Loans to third parties 236 40,009 120,325 - 160,570
Deposits and guarantees - - - 56,827 56,827
Loans to associates 4,312 - - - 4,312
Other financial assets 7,111 - - - 7,111
Trade and other receivables 60,102 - - - 60,102
Total financial assets 71,761 41,631 120,325 67,978 301,695

9. Equity

9.1 Share capital

There were no changes in the share capital of the Parent in the first half of 2025.

At 30 June 2025, the share capital of Merlin Properties SOCIMI, S.A. amounted to EUR 563,725 thousand, represented by 563,724,899 fully subscribed and paid shares of EUR 1 par value each, all of which are of the same class and grant the same rights to their holders.

On 23 July 2024, the Parent's Board approved a capital increase through the issue of up to 93,954,149 new ordinary shares, representing approximately 20% of the share capital, all of the same class and series as the shares currently outstanding at that date. The capital increase would be carried out by means of monetary contributions and with the disapplication of pre-emption rights, and would be carried out through a private accelerated bookbuilding process aimed exclusively at qualified investors.

On 24 July 2024, the bookbuilding process described above was completed on the following terms:

◦ Issue of 93,954,149 shares of EUR 1 par value each, all of the same class and series as the shares currently outstanding.

  • Effective amount of the capital increase: EUR 920,750,660.
  • Issue price: EUR 9.80 per share, of which EUR 1.00 corresponded to the par value and EUR 8.80 to the share premium.

These new shares were admitted to trading on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges on 25 July 2024 and on the Lisbon Stock Exchange on 29 July 2024.

All the Parent's shares can be publicly traded and are listed on the Madrid, Barcelona, Bilbao, Valencia and Lisbon stock exchanges. The market price of the Parent's shares at 30 June 2025 and the average market price for the fourth quarter amounted to EUR 11.13 and EUR 10.29 per share, respectively.

At 30 June 2025, according to information extracted from the CNMV, in relation to the provisions of Royal Decree 1362/2007, of 19 October and Circular 2/2007, of 19 December, the shareholders with significant holdings in the share capital of Merlin Properties SOCIMI, S.A., both direct and indirect, in excess of 3% of the share capital, are as follows according to public information:

Shares
Direct Indirect Total capital
Banco Santander, S.A. 112,958,071 26,072,122 139,030,193 24.66 %
Nortia Capital Investment Holding, S.L. 46,045,299 - 46,045,299 8.17 %
BlackRock, INC - 26,692,924 26,692,924 4.74 %

The information on Banco Santander S.A. and Nortia Capital Investment Holding, S.L. was obtained from the Company's Shareholder Register as at 31 December 2024 and 30 June 2025, respectively.

9.2 Share premium

The consolidated text of the Corporate Enterprises Act expressly permits the use of the share premium account balance to increase capital and establishes no specific restrictions as to its use.

This reserve is unrestricted so long as its allocation does not lower the Parent's equity to below the amount of share capital.

As a result of the capital increase described above, the share premium was increased by EUR 826,796 thousand.

On 30 April 2025, the shareholders at the Annual General Meeting approved the distribution of a dividend with a charge to the share premium in the amount of EUR 113,065 thousand.

9.3 Reserves

The detail of reserves at 30 June 2025 and 31 December 2024 is as follows:

Thousands of euros
30-06-2025 31-12-2024
Legal reserve 106,397 93,954
Reserves of consolidated companies 2,264,794 2,105,466
Other reserves 324,486 329,961
Total other reserves 2,695,677 2,529,381

The balance of "Other reserves" includes the amount of undistributed profit arising from the transfer of properties and the shares or holdings referred to in section 2.1 of Law 11/2009, of 26 October, regulating real estate investment trusts (REITs), once the periods referred to in section 3.3 of this Act have elapsed. This amount relates to the undistributed profits from the divestment of the investee Tree Inversiones Inmobiliarias SOCIMI, S.A. carried out in 2022 and must be reinvested in other properties or holdings used for the Parent's main corporate purpose within three years of the date of transfer. At the end of the first half of 2025, the reinvestment period ended and this commitment was fully met. In this regard, the Parent obtained a binding tax consultation confirming the criteria applied.

In addition, "Other reserves" includes EUR 21,565 thousand as a result of the expenses associated with the capital increase carried out in 2024 (see Note 9.1).

Legal reserve

The legal reserve will be established in accordance with section 274 of the consolidated text of the Corporate Enterprises Act, which stipulates, in all cases, that 10% of net profit for each year must be transferred to the legal reserve until the balance of this reserve reaches at least 20% of the share capital.

This reserve may not be distributed, and if it is used to offset losses, provided that sufficient other reserves are not available for this purpose, it must be restored with future profits.

At 30 June 2025, the Parent had not yet reached the legally required minimum established in the consolidated text of the Corporate Enterprises Act.

The legal reserve of companies that have chosen to avail themselves of the special tax regime established in Law 11/2009, regulating REITs, must not exceed 20% of share capital. The articles of association of these companies may not establish any other type of restricted reserves.

Dividends

On 30 April 2025, the shareholders at the Annual General Meeting approved the distribution of a dividend with a charge to the share premium in the amount of EUR 113,065 thousand, and the distribution of a dividend out of 2024 profit for EUR 10,753 thousand, with both dividends being paid on 26 May 2025.

On 14 November 2024, the Parent's Board approved the distribution of an interim dividend out of profit for 2024 in the amount of EUR 101,234 thousand, which was paid on 10 December 2024.

On 9 May 2024, the shareholders at the Annual General Meeting approved the distribution of a dividend with a charge to the share premium in the amount of EUR 108,505 thousand, and the distribution of a dividend out of 2023 profit for EUR 3,937 thousand, with both dividends being paid on 4 June 2024.

9.4 Treasury shares

At 30 June 2025, the Parent held treasury shares amounting to EUR 10,013 thousand.

Number of Thousands of
Shares euros
Balance at 1 January 2024 1,399,124 15,410
Additions 29,471 293
Disposals (113,950) (1,253)
Balance at 31 December 2024 1,314,645 14,450
Additions 3,041 32
Disposals (406,606) (4,469)
Balance at 30 June 2025 911,080 10,013

The changes in 2024 and in the first six months of 2025 were as follows:

The shareholders at the Annual General Meeting held on 30 April 2025 revoked the unused portion of the authorisation granted by the shareholders at the General Meeting of 27 April 2023 and authorised the acquisition of treasury shares by the Parent itself or by Group companies pursuant to section 146 et seq. of the Corporate Enterprises Act, complying with the requirements and restrictions established in current law during the five-year period.

The disposals of 406,606 treasury shares (average cost of EUR 10.99 per share) relate mainly to the delivery of shares under the 2022-2024 Incentive Plan (see Note 15) amounting to EUR 3,198 thousand, to the delivery of shares to employees under the flexible remuneration plan in the amount of EUR 1,223 thousand and to sales made under the Group's liquidity agreement for securities listed on the Lisbon Stock Exchange. Net sales of 1,374 shares were made under this liquidity agreement in the first six months of 2025.

At 30 June 2025, the Parent held treasury shares representing 0.16% of its share capital.

9.5 Earnings per share

The detail of the calculation of earnings per share is as follows:

Basic

Basic earnings per share are calculated by dividing the net profit attributable to common equity holders of the Parent by the weighted average number of ordinary shares outstanding during the period, excluding treasury shares.

The detail of the calculation of basic earnings per share is as follows:

30-06-2025 30-06-2024
Weighted average number of shares outstanding
(thousands)
562,596 468,412
Continuing operations
Profit (Loss) for the period attributable to the Parent
(thousands of euros)
512,869 132,768
Basic earnings per share (euros) 0.91 0.28

The average number of ordinary shares outstanding is calculated as follows:

Number of Shares
30-06-2025 30-06-2024
Ordinary shares at beginning of period 563,724,899 469,770,750
Treasury shares (911,080) (1,310,103)
Average adjustment of outstanding shares (217,439) (49,105)
Weighted average number of ordinary shares outstanding at 30
June (shares)
562,596,380 468,411,542

Diluted

In accordance with paragraph 41 of IAS 33, potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares would decrease earnings per share from continuing operations. At 30 June 2025, there was no potential dilutive effect arising from the variable remuneration granted by the Group to its executives and key management personnel (see Note 15), with basic earnings matching diluted earnings.

9.6 Valuation adjustments

This heading of the interim condensed consolidated statement of financial position includes changes in the value of financial derivatives designated as cash flow hedges.

10. Current and non-current financial liabilities

The detail of bank borrowings and debentures issued is as follows:

Thousands of euros
30-06-2025 31-12-2024
Non-current:
Measured at amortised cost
Syndicated loan 665,000 665,000
Syndicated loan arrangement expenses (2,535) (2,983)
Total syndicated loan 662,465 662,017
Non-mortgage loan 245,581 145,581
Mortgage loans 632,688 703,063
Loan arrangement expenses (7,653) (8,400)
Total other loans 870,616 840,244
Debentures and bonds 2,800,000 2,800,000
Debenture issue expenses (16,605) (18,955)
Total debentures and bonds 2,783,395 2,781,045
Total amortised cost 4,316,476 4,283,306
Measured at fair value
Derivative financial instruments 20,834 20,941
Total at fair value 20,834 20,941
Total non-current 4,337,310 4,304,247
Current:
Measured at amortised cost
Syndicated loan 645 900
Debentures and bonds 35,467 621,654
Mortgage loans 63,811 2,697
Revolving credit facility 710 510
Non-mortgage loan 496 299
Loan arrangement expenses (348) (293)
Total amortised cost 100,780 625,767
Measured at fair value
Interest from Derivative financial instruments 296 (282)
Total at fair value 296 (282)
Total current 101,076 625,485

There is no material difference between the carrying amount and the fair value of financial liabilities at amortised cost.

The detail of the Parent's rating is as follows:

Agency Rating Outlook Last Review Previous
Standard & Poor´s BBB+ Stable 09-07-2025 BBB Positive
Moody´s Baa1 Stable 02-10-2024 Baa2 Positive

10.1 Loans and credits

The detail of the bank borrowings at 30 June 2025 and 31 December 2024 is as follows:

Bank borrowings

At 30 June 2025

Thousands of euros
Bank borrowings
Expenses
incurred from
formalising
30-06-2025
Initial
loan/Limit
loans (Note
10.5)
Long-term Short-term Short-term
interest
Syndicated loan 665,000 (2,535) 665,000 - 645
Non-mortgage loan 302,904 (770) 245,581 - 710
Revolving credit facilities 740,000 (2,814) - - 496
Mortgage loans 704,000 (4,416) 632,688 62,263 1,548
Total 2,411,904 (10,535) 1,543,269 62,263 3,399

At 31 December 2024

Thousands of euros
Bank borrowings
Expenses
incurred from
31-12-2024
Initial
loan/Limit
formalising
loans (Note
10.5)
Long-term Short-term Short-term
interest
Syndicated loan 665,000 (2,983) 665,000 - 900
Non-mortgage loan 202,904 (225) 145,581 - 298
Revolving credit facilities 740,000 (3,181) - - 510
Mortgage loans 704,000 (4,994) 703,063 656 2,041
Total 2,311,904 (11,383) 1,513,644 656 3,749

Certain financing arrangements include commitments to maintain certain coverage ratios, which are standard in these types of real estate companies, such as the loan-to-value ratio, the ratio of the company's income used to service the debt (interest coverage ratio, ICR), or the ratio of mortgage-free assets and non-mortgage debt (unencumbered ratio). The Parent's directors have confirmed that these ratios were met at 30 June 2025 and do not expect that they will not be fulfilled in the coming years.

Syndicated loan and revolving credit facility of the Parent

On 18 November 2022, the Parent arranged a senior syndicated loan for EUR 600 million with the possibility of being drawn down before 24 April 2023 to repay the bond maturing in 2023. This financing has a term of 5 years from the date of drawdown and accrues interest at a market rate of EURIBOR plus 130 basis points. As long as the financing is not drawn down, an undrawn funds fee of 26 basis points is applicable. On 20 April 2023, the Parent had drawn down the full amount of this financing.

In addition, a novation agreement was entered into on that date for the senior syndicated loan, including a Tranche B corresponding to a revolving credit facility with a limit of EUR 700 million. This new credit facility has a term of 5 years with the possibility of two optional one-year extensions. The revolving credit facility accrues interest at a rate of EURIBOR + 100 basis points and incorporates a cost adjustment mechanism based on four sustainability criteria.

On 18 July 2023, the novation of the syndicated loan and credit facility was signed. The senior syndicated loan was increased to EUR 665 million with the inclusion of the amounts of the bilateral loans of Kutxabank and Unicaja described in the following section. In addition, the credit facility limit was increased to EUR 740 million. At 30 June 2025, this credit facility had not been drawn down. On 10 July 2025, this credit facility was extended until 23 April 2030.

This financing includes the same obligations to maintain certain coverage ratios as the Group's bonds and the financing from Banco Sabadell and the European Investment Bank. These ratios are defined as the ratio of the value of assets to outstanding debt (loan-to-value ratio), the ratio of the Group's income used to service the debt (interest coverage ratio, ICR) and the ratio of mortgage-free assets and non-mortgage debt (unencumbered ratio). The Parent's directors have confirmed that these ratios were met at 30 June 2025 and do not expect that they will not be fulfilled in the coming years.

On 31 March 2025, the Parent took out and drew down on an unsecured loan with Mediobanca for EUR 100 million, maturing in five years plus one additional year from its drawdown and accruing interest at a market rate of EURIBOR + 115 basis points.

European Investment Bank Loan

On 20 December 2018, the Parent arranged an unsecured loan with the European Investment Bank amounting to EUR 51 million. On 4 November 2019, the Parent arranged the second tranche of the unsecured loan with the European Investment Bank for EUR 64 million, with the two tranches amounting to EUR 115 million. This financing can be drawn down through several loans with a maturity of 10 years for each drawdown. This financing must be allocated to the development of logistical assets in the Castilla-La Mancha region.

On 10 March 2020 and 26 October 2020, the Group drew down EUR 23.4 million and EUR 5.6 million corresponding to the first tranche of the financing. This financing accrues interest at a fixed rate of 60 basis points. On 20 December 2022, the Group had drawn down EUR 22 million at a rate of 358 basis points, meaning the first tranche of EUR 51 million was drawn down in full.

On 20 December 2023, the Group had drawn down EUR 16.9 million at an interest rate of 386 basis points. This loan corresponds to the first drawdown of the second tranche of EUR 64 million.

On 7 November 2024, a new limit was set for the second tranche, from the initial EUR 64 million to EUR 46.7 million.

On 18 December 2024, the Group drew down EUR 17.7 million of the second tranche mentioned above, accruing interest at a fixed rate of 325.6 basis points.

On 16 December 2021, the Parent arranged an unsecured loan with the European Investment Bank amounting to EUR 45.2 million and maturing in 10 years. This financing will be used for energy efficiency investments. This loan had not yet been drawn down at 30 June 2025.

This financing includes obligations to meet certain coverage ratios. These ratios are defined as the ratio of the value of assets to outstanding debt (loan-to-value ratio), the ratio of the Group's income used to service the debt (interest coverage ratio, ICR) and the ratio of mortgage-free assets and nonmortgage debt (unencumbered ratio). The Parent's directors have confirmed that these ratios were met at 30 June 2025 and do not expect that they will not be fulfilled in the coming years.

Mortgage loans

At 30 June 2025 and 31 December 2024, the Group had taken out the following mortgage loans:

At 30 June 2025

Thousands of euros
Original Long-term Short-term
Financial institution Loan Term Term Interest Collateral
Novo Banco 134,000 134,000 - 180 Mortgage
Caixabank 150,000 148,688 750 1,028 Mortgage
ING 70,000 - 61,513 5 Mortgage
BBVA 180,000 180,000 - 15 Mortgage
Allianz 170,000 170,000 - 320 Mortgage
Total 704,000 632,688 62,263 1,548

At 31 December 2024

Original Long-term Short-term
Financial institution Loan Term Term Interest Collateral
Novo Banco 134,000 134,000 - 228 Mortgage
Caixabank 150,000 149,063 656 1,427 Mortgage
ING 70,000 70,000 - 7 Mortgage
BBVA 180,000 180,000 - 37 Mortgage
Allianz 170,000 170,000 - 342 Mortgage
Total 704,000 703,063 656 2,041

On 26 March 2015, the Group subrogated a mortgage-backed loan taken out with Caixabank, S.A. with a mortgage guarantee on the Alcalá 38-40 office building. This loan had a principal of EUR 21 million, a term of 15 years, an interest rate of 3-month EURIBOR + 150 basis points, a 4-year grace period for the principal, and the principal is repayable in full using the French method over the following 11 years. On 2 April 2024, the Group repaid this loan early.

On 26 April 2019, the Group entered into a novation agreement modifying the mortgage loan taken out on 4 December 2015 with ING Bank N.V. by the subsidiary Merlin Logística, S.L.U. The maturity date for this financing arrangement, originally set to be in 2020, was extended until 2026. This financing accrues interest at a rate of 3-month EURIBOR + 100 basis points, and it includes a mechanism for adjusting the finance cost based on complying with four sustainability criteria. On 26 March 2021, the mortgage financing agreement was amended, increasing the loan amount by EUR 2.1 million to a total of EUR 70 million.

This financing includes obligations to maintain certain coverage ratios, such as the loan-to-value ratio and the ratio of the subsidiary's income used to service the debt (interest coverage ratio, ICR). It also includes certain conditions linked to compliance with the following environmental and sustainability factors: i) sustainable capex, ii) LEED and BREAM certifications, iii) AIS certifications, and iv) green energy consumption, which can lead to certain savings in finance charges. The Parent's directors have confirmed that these ratios were met at 30 June 2025 and do not expect that they will not be fulfilled in the coming years.

In accordance with IFRS 9, the Group assessed the nature of the refinancing carried out for the previous ING loan and concluded that it did not represent a material change (10% test). Therefore, the difference between the value of the old debt at amortised cost and the new debt discounted at the effective interest rate of the old debt was recognised as a decrease in finance costs of EUR 2,291 thousand under "Finance costs" in the consolidated income statement for 2019. This amount will be reversed in the consolidated income statement for subsequent years in accordance with the effective interest rate of the debt.

In the first half of 2025, the application of the amortised cost method in relation to these items gave rise to a finance cost of EUR 210 thousand (EUR 181 thousand in the first half of 2024).

On 27 July 2023, the Parent took out a loan with BBVA secured by a mortgage on the Torre Castellana. The loan is for EUR 180 million, with a term of 7 years and accrues interest at a market rate of EURIBOR + 110 basis points.

On 15 November 2023, the Parent took out a loan with Allianz secured by a mortgage on a portfolio of four office buildings in Madrid. The loan is for EUR 170 million, with a term of 10 years and accrues interest at a fixed rate of 4.523%.

On 17 January 2024, the Parent took out a loan with Caixabank, S.A. secured by a mortgage on a portfolio of two office buildings in Madrid. The loan is for EUR 150 million, matures in 2034 and has a spread of 130 basis points. This loan was drawn down on 2 April 2024.

On 28 June 2024, the Group took out a loan with Novo Banco, S.A. secured by a mortgage on a portfolio of five office buildings in Lisbon. The loan is for EUR 134 million, matures in 2031 and has a spread of 125 basis points. At 30 June 2025, this loan had been drawn down in full.

This financing includes obligations to maintain certain coverage ratios, such as the loan-to-value ratio and the ratio of the subsidiary's income used to service the debt (interest coverage ratio, ICR). The Parent's directors have confirmed that these ratios were met at 30 June 2025 and do not expect that they will not be fulfilled in the coming years.

10.2 Debenture issues

On 12 May 2017, the Parent subscribed a Euro Medium Term Notes (EMTN) issue programme of up to EUR 4,000 million, which replaced the original bond issue programme and its supplements subscribed on 25 April 2016 and 14 October 2016, respectively, for an overall maximum amount of EUR 2,700 million.

On 18 May 2018, the Parent expanded the Euro Medium Term Notes (EMTN) issue programme to EUR 5,000 million.

On 17 June 2020, the shareholders at the Annual General Meeting approved the extension of this bond issuance programme up to an amount of EUR 6,000 million, with the extension carried out on 21 March 2021. The programme was subsequently renewed on 4 August 2022, 11 May 2023 and 10 May 2024 for another year.

On 30 April 2025, the shareholders at the Annual General Meeting approved the extension of this bond issuance programme up to an amount of EUR 7,500 million. It was subsequently renewed for an additional year on 7 May 2025.

On 1 June 2022, the Group obtained consent from its bondholders to convert all its bonds into green bonds under the Green Financing Framework published by the Group on 25 April 2022. The reclassification of the bonds to green bonds does not entail changes to any other features of the bonds, such as their terms and conditions, interest or maturity. In April 2024, the Group renewed the Green Financing Reference Framework.

On 25 April 2023, the Group repaid the corresponding bond on the maturity date in the amount of EUR 742.8 millions.

On 2 February 2024, the Group increased the amount drawn down (tap) on the bond maturing in September 2029 at 2.375% for an amount of EUR 100 million (implicit cost 3.93%).

On 26 May 2025, the Group repaid the corresponding bond on the maturity date in the amount of EUR 600 millions.

The detail at 30 June 2025 and 31 December 2024 of the bonds issued by the Parent is as follows:

At 30 June 2025

Maturity Face value
(Millions of Euros)
Coupon Listed price Return Market
nov-26
jul-27
sep-29
jun-30
dic-34
800
500
400
500
600
1.875 %
2.375 %
2.375 %
1.375 %
1.875 %
MS +56 p.b.
MS +58 p.b.
MS +70 p.b.
MS +98 p.b.
MS +126 p.b.
2.57 %
2.58 %
2.91 %
3.24 %
3.83 %
Luxemburg
Luxemburg
Luxemburg
Luxemburg
Luxemburg
2,800 1.227 %

At 31 December 2024

Maturity Face value
(Millions of Euros)
Coupon Listed price Return Market
may-25
nov-26
jul-27
sep-29
jun-30
dic-34
600
800
500
400
500
600
1.750 %
1.875 %
2.375 %
2.375 %
1.375 %
1.875 %
MS + 22 p.b.
MS + 50 p.b.
MS + 73 p.b.
MS + 81 p.b.
MS + 89 p.b.
MS + 128 p.b.
2.84 %
2.69 %
2.91 %
3.04 %
3.14 %
3.64 %
Luxemburg
Luxemburg
Luxemburg
Luxemburg
Luxemburg
Luxemburg
3,400 1.912 %

These debenture issues include obligations to meet certain coverage ratios. These ratios are defined as the ratio of the value of assets to outstanding debt (loan-to-value ratio), the ratio of the Group's income used to service the debt (interest coverage ratio, ICR) and the ratio of mortgage-free assets and non-mortgage debt (unencumbered ratio). The Parent's directors have confirmed that these ratios were met at 30 June 2025 and do not expect that they will not be fulfilled in the coming years.

During the first half of 2025, the interest expense on debenture issues amounted to EUR 31,188 thousand (EUR 32,107 thousand in the first half of 2024). The accrued interest payable at 30 June 2025 amounted to EUR 35,467 thousand (EUR 21,654 thousand at 31 December 2024). Debt arrangement expenses taken to the consolidated income statement in the first half of 2025 amounted to EUR 2,643 thousand (EUR 2,631 thousand in the first half of 2024).

10.3 Derivatives

Thousands of euros
30-06-2025 31-12-2024
Non-current:
Asset interest rate (796) (1,622)
Liability interest rate 20,834 20,941
Other (Note 11) 26,070 16,407
Total non-current 46,108 35,726
Current:
Interest rate derivatives 296 (282)
Total current 296 (282)

The detail of the financial instruments at 30 June 2025 is as follows:

To determine the fair value of interest rate derivatives, the Group discounts the cash flows based on the implicit EURIBOR interest rate calculated in accordance with market conditions at the measurement date.

These financial instruments have been classified as Level 2 in accordance with the fair value hierarchy established in IFRS 7, except for that related to the investment in Silicius classified as Level 3, associated with the value of the call option that Silicius Real Estate SOCIMI, S.A. has on the ownership interest held by the Group.

The detail of the derivative financial instruments, without including non-current interests, included in the consolidated statement of financial position at 30 June 2025, and their hedged notional amount, is as follows:

Thousands of euros
Outstanding notional amount at each date
Interest Fair Subsequent
Contracted Value 2025 2026 2027 2028 years
Syndicated Parent Company 2.537 % 12,232 665,000 665,000 665,000 665,000 -
Non-mortgage - Parent Company 2.356 % 1,688 160,000 160,000 160,000 160,000 100,000
Mortgage - Parent Company 2.363 % 4,450 329,063 328,313 327,000 325,500 323,719
Mortgage - Other spanish subsidiaries 0.310 % (796) 67,900 67,900 - - -
Mortgage - Portugal 2.553 % 2,464 134,000 134,000 134,000 134,000 134,000
20,038 1,355,963 1,355,213 1,286,000 1,284,500 557,719
Outstanding notional amount at each date
Interest Fair Subsequent
Contracted Value 2024 2025 2026 2027 years
Syndicated Parent Company 2.537 % 10,958 665,000 665,000 665,000 665,000 665,000
Non-mortgage - Parent Company 2.512 % 883 60,000 60,000 60,000 60,000 60,000
Mortgage - Parent Company 2.363 % 6,208 329,719 329,063 328,313 327,000 325,500
Mortgage - Other spanish subsidiaries 0.310 % (1,622) 67,900 67,900 67,900 - -
Mortgage - Portugal 2.553 % 2,893 134,000 134,000 134,000 134,000 134,000
19,320 1,256,619 1,255,963 1,255,213 1,186,000 1,184,500

In the first half of 2025, the Group arranged an interest rate hedge to cover the loan with Mediobanca until its maturity in March 2031 for a notional amount of EUR 100 million and a fixed cost of 2.263%.

In 2024, the Group arranged an interest rate hedge to cover the mortgage loan with Caixabank until its maturity in March 2034 for a notional amount of EUR 150 million to EUR 135 million and a fixed cost of 2.598%.

In addition, the Group arranged an interest rate hedge in 2024 to cover the mortgage loan with Novo Banco until its maturity in June 2031 for a notional amount of EUR 134 million and a fixed cost of 2.553%.

The Group opted to use hedge accounting, having adequately designated the hedging relationships in which these derivative instruments hedge the financing used by the Group, neutralising changes in interest payment flows by setting a fixed rate to be paid for the financing. The derivatives that are highly effective, prospectively and retrospectively, on a cumulative basis, since the date of designation are those associated with the new syndicated financing, the bilateral loan with Banco Sabadell, the mortgage loans with BBVA, Caixabank and Novo Banco, and the non-mortgage loan with Caixabank, with their changes in value therefore recognised under "Equity".

The Group recognised the fair value of the derivatives that meet the requirements for effectiveness under "Equity", only taking into consideration the tax effect on the derivatives associated with the mortgage loan from Novo Banco. The Group did not consider any tax effect for the rest of the derivatives as a result of applying the REIT regime. The Group recognised income of EUR 15 thousand (income of EUR 1,208 thousand in the first half of 2024) under "Changes in fair value of financial instruments" in the consolidated income statement at 30 June 2025 as a result of the derivative financial instruments that did not meet the hedging requirements due to ineffectiveness.

On adopting IFRS 13, the Group adjusted the valuation techniques for calculating the fair value of its derivatives. The Group includes a bilateral credit risk adjustment to reflect both its own risk and that of the counterparty in measuring the fair value of the derivatives. The Group applied the discounted cash flow method, considering a discount rate affected by the risk of these financial instruments.

In order to calculate the fair value of the financial derivatives, the Group used generally accepted valuation techniques in the market, which account for current and future expected exposure, adjusted by the probability of default and the potential loss given default affecting the contract. The credit value adjustment (CVA) or counterparty credit risk and debt value adjustment (DVA) or own credit risk were therefore estimated.

Current and expected exposure in the future is estimated using simulations of scenarios of fluctuations in market variables, such as interest rate curves, exchange rates and volatilities as per market conditions at the measurement date.

Furthermore, the Group's net exposure has been taken into account as regards each of the counterparties for the credit risk adjustment, if the financial derivatives arranged with them are included in a framework agreement for financial transactions that provides for netting-off positions. For counterparties for whom credit information is available, credit spreads have been obtained from the credit default swaps (CDS) quoted in the market; whereas for those with no available information, references from peers have been used. The Group hired an independent expert to measure the fair value of the derivatives.

The impact on the statement of financial position and the income statement before tax of a 5% change in the estimated credit risk rate would be as follows:

Thousands of euros
Scenario Liabilities Equity Consolidated
profit before tax
5% rise in credit risk rate
5% reduction in credit risk rate
(25,788)
26,588
25,618
(26,416)
170
(172)

10.4 Maturity of bank borrowings

The detail of the bank borrowings, by maturity, at 30 June 2025 is as follows:

Thousands of euros
Préstamos
Sindicados y otros
préstamos
Préstamos
Hipotecarios
Línea de crédito
revolving
Total
2S 2025 - 375 - 375
2026 - 62,262 - 62,262
2027 - 1,313 - 1,313
2028 725,000 1,500 - 726,500
2029 - 1,781 - 1,781
5 years or more 185,581 627,720 - 813,301
910,581 694,951 - 1,605,532

10.5 Debt arrangement expenses

The changes in debt arrangement expenses in the first half of 2025 are as follows:

Thousands of euros
31-12-2024 Allocation to
profit and loss
account –
Amortised cost
Impact of
IFRS 9 on
income
statement
Capitalisati
ons
of
arrangement
expenses
30-06-2025
Non-mortgage financing 6,389 (869) - 600 6,120
Mortgage loans 4,994 (368) (210) - 4,416
Debentures and bonds 19,248 (2,643) - - 16,605
30,631 (3,880) (210) 600 27,141

11. Other current and non-current liabilities

Thousands of euros
30-06-2025 31-12-2024
Non-current Current Non-current Current
Other provisions 6,952 - 11,390 -
Guarantees and deposits received 100,336 10,668 91,152 4,805
Deferred tax liabilities 617,255 - 607,562 -
Other payables 70,003 2,777 73,820 2,834
Other (Note 10.3) 26,070 - 16,407 -
Borrowings from Group companies and associates 43,900 7,748 13,384 -
Other current liabilities - 25,350 - 10,844
Total 864,516 46,543 813,715 18,483

.

The detail of these headings at 30 June 2025 and 31 December 2024 is as follows:

The section "Other provisions" includes provisions for measuring the risk associated with a number of lawsuits and claims filed by third parties arising from the Group's activities, which have been recognised in accordance with the best estimates to date, and the provision corresponding to the longterm variable remuneration to be paid in the amount of EUR 1,497 thousand (EUR 4,511 thousand in 2024).

In addition, the section "Other provisions" includes liabilities for tax charges that are uncertain as to their amount or timing, whereby it is probable that an outflow of resources will be required to settle these obligations as the result of a present obligation.

On 10 January 2022, the tax authorities notified the Parent of the commencement of a tax audit relating to corporation tax, value added tax and tax withholdings for various years. Based on the best estimates of the amounts to be paid as a result of the assessments arising from this tax audit and supplementary tax returns for the years subsequent to those reviewed, in 2023 the Group recognised a provision of EUR 5,862 thousand under "Period provisions" in the accompanying consolidated income statement for that year. On 21 February 2024, the following assessments were signed on an uncontested basis:

  • Corporation tax for 2016 to 2019, by virtue of which it was determined that EUR 13,984 thousand was to be refunded to the Parent, which includes the tax charge and late payment interest. This assessment recognises the effects of the ruling of 19 January 2024 handed down by the Spanish Constitutional Court, which renders null and void certain provisions of Royal Decree Law 3/2016 that had an impact on taxable profit for corporation tax for 2016 to 2019.
  • Value added tax for 2018 to 2019, by virtue of which EUR 799 thousand was determined to be payable by the Parent to the tax authorities, which includes the tax charge and late payment interest.
  • Tax withholdings on non-resident income tax for 2018 to 2019, by virtue of which EUR 834 thousand was determined to be payable by the Parent to the tax authorities, which includes the tax charge and late payment interest.
  • Tax withholdings and prepayments on income from movable capital for 2018 and 2019, by virtue of which it was determined that no amount was to be paid or refunded.

On 2 April 2024, the tax authorities issued a net refund to the Parent for the amounts relating to the assessments described above.

In 2024, the Parent made a voluntary adjustment by filing supplementary self-assessments for VAT and non-resident income tax for 2020 to 2024. These self-assessments resulted in tax payable by the Parent to the tax authorities of EUR 2,234 thousand, which included the tax charge and late payment interest.

"Guarantees and deposits received" primarily includes the amounts deposited by lessees to secure leases and that will be returned at the end of the lease term.

The Parent and the majority of its subsidiaries adhere to the REIT tax regime. Under this regime, gains from the sale of assets are taxed at a rate of 0%, provided that certain requirements are met (basically, the assets must have been owned by the REIT for at least three years). Any gains from the sale of assets acquired before inclusion in the REIT tax regime, and those belonging to companies that are not included in that regime, will be distributed on a straight-line basis (unless proven otherwise) over the periods in which the asset was owned by the REIT. The gains relating to periods before inclusion in the REIT tax regime will be taxed at the standard rate, while a rate of 0% will be applied to the other years. The Parent's directors estimated the tax rate applicable to the tax gain on the assets acquired before their inclusion in the REIT tax regime (calculated in accordance with the fair value of the assets obtained from the appraisals at the date of the business combination and their tax value), recognising the related deferred tax liability.

The Parent's directors do not envisage disposing of any of the investment property acquired after the Parent and its subsidiaries adhered to the REIT tax regime within three years and, therefore, have not recognised the deferred tax liability corresponding to the changes in fair value since the assets were acquired as the applicable tax rate is 0%.

12. Trade and other payables

Thousands of euros
30-06-2025 31-12-2024
Current:
Suppliers 74,685 116,530
Payables to suppliers - Group companies and associates 1,291 502
Various creditors 8,739 10,448
Pendings remunerations 11,410 12,778
Other payables to public authorities 10,907 26,253
Advances from customers 20,372 22,915
127,404 189,426

The detail of this heading at 30 June 2025 and 31 December 2024 is as follows:

The carrying amount of the trade payables is similar to their fair value.

13. Revenue and expenses

a) Revenue

The detail of revenue, together with the business line information, is provided in Note 4.

b) Other operating expenses

The detail of the balances of this heading in the consolidated income statement is as follows:

Thousands of euros
30-06-2025 30-06-2024
Non-recoverable expenses of leased properties 25,218 25,386
Overheads
Professional services 6,352 6,825
Headquarters expenses 1,348 1,573
Insurance 316 328
Other 1,490 511
Costs associated with asset acquisitions and financing 1,017 5,563
Losses on, impairment of and change in provisions 193 539
Other current operating expenses 5,331 5,126
Other expenses 634 135
41,899 45,986

In the first half of 2025, the Group obtained income as a result of having passed on the rental property expenses to tenants amounting to EUR 49,233 thousand (EUR 48,348 thousand in the same period of the previous year).

c) Staff costs and average headcount

The breakdown of "Staff costs" is as follows:

Thousands of euros
30-06-2025
30-06-2024
Wages, salaries and similar expenses 17,521 14,353
Termination benefits 83 -
Social security costs 2,092 1,848
Other employee benefit costs 369 283
Long-term incentive plan (Note 15) - 1,402
20,065 17,886

In the first half of 2025 and 2024, the amount recognised under "Wages, salaries and similar expenses" included EUR 8,129 thousand and EUR 5,940 thousand, respectively, as a provision for short-term variable remuneration.

The average number of employees at the various Group companies in the six-month period ended 30 June 2025 was 287 (269 in the same period of 2024).

d) Finance income and costs

The detail of the balances of this heading in the consolidated income statement is as follows:

Thousands of euros
30-06-2025 30-06-2024
Finance income:
Interest on loans 950 947
Interest on deposits and current accounts 18,952 9,171
Other financial income 1,403 2,518
21,305 12,636
Finance costs:
Interest on loans and other credits (66,173) (62,682)
Other finance costs (2,839) (1,215)
(69,012) (63,897)
Net finance expense (47,707) (51,261)

During the first half of 2025, the finance costs mainly included the interest corresponding to the bank borrowings and debentures detailed in Note 10 amounting to EUR 30,572 thousand and EUR 31,188 thousand, respectively (EUR 33,278 thousand and EUR 32,106 thousand, respectively, in the first half of 2024). These amounts do not include the amortisation of the debt arrangement expenses amounting to EUR 4,090 thousand (EUR 3,901 thousand in the first half of 2024), as a result of applying the effective interest rate to the financial debt (see Note 10), and the finance costs associated with the interest rate derivatives amounting to EUR 323 thousand (income of EUR 6,603 thousand in the first half of 2024).

14. Related party transactions

Related party transactions are transactions carried out by the Company or its subsidiaries with directors, shareholders holding 10% or more of the voting rights or represented on the company's board of directors, or any other persons who must be considered related parties in accordance with International Accounting Standards, adopted in accordance with Regulation (EC) 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards.

At 30 June 2025, the detail of transactions that are significant in amount or material, carried out between the Parent or its Group companies and related parties, is as follows:

Nature of Thousands of euros
Related party relationship Revenue Expense Assets Liabilities
Banco Santander, S.A. (a) Financing (*) 1,216 220 - 100,000
Banco Santander, S.A. (a) Cash - - 87,551 -
Banco Santander, S.A. (b) Lease 411 - - 364
Banco Santander, S.A. (b) Services - 113 - -
Banco Santander, S.A. (c) Share increase - - - -
Pº Comer. Carlos III, S.A. (d) Financing 253 - 13,309 -
Provitae Centros Asistenciales, S.L. (e) Financing 15 - 1,284 -
Silicius Real Estate SOCIMI, S.A. (f) Financing - - - -
Edged Spain, S.L. (g) Services - 1,746 12,261 51,648
1,895 2,079 114,405 152,012

(*) The liability relates to the portion of the undrawn corporate credit facility corresponding to Banco Santander at 30/06/2025

Transactions executed with significant shareholders

During the first half of 2025, the only shareholder considered a significant shareholder pursuant to current regulations was Banco Santander, S.A.

a) Financing transactions

At 30 June 2025, the Group did not have any loans arranged with shareholders except for a corporate credit facility of EUR 740 million, undrawn at 30 June 2025, in which Banco Santander, S.A. participates with EUR 100 million.

At 30 June 2025, the Group had bank balances deposited with Banco Santander amounting to EUR 87,551 thousand (EUR 111,249 thousand at year-end 2024), which includes accounts on behalf of the associate Edged Spain, S.L.U. amounting to EUR 1 million (EUR 924 thousand at year-end 2024).

In the first half of 2025, the finance costs incurred in transactions with Banco Santander, S.A. amounted to EUR 220 thousand (EUR 217 thousand in the first half of 2024), which mainly includes EUR 175 thousand related to the finance costs of the revolving credit facility, EUR 33 thousand in guarantee fees and EUR 12 thousand in current account management expenses.

The Group was granted guarantee lines by Banco Santander, S.A. for an amount of EUR 25,787 thousand euros granted to Merlin Properties SOCIMI, S.A. (EUR 3,069 thousand at year-end 2024).

The income of EUR 1,216 thousand (EUR 1,388 thousand in the first half of 2024) relates to ordinary remuneration of the current accounts held by the Group with Banco Santander.

b) Lease transactions and services rendered

During the first half of 2025, the Group had 3 leases with the Banco Santander Group for various office buildings and shopping centres. The terms of the leases cover a period of up to 6 years and in the first half of 2025 they generated income amounting to EUR 411 thousand (EUR 417 thousand in the first half of 2024), which includes rental income, and income from parking spaces and the assignment of space for ATMs in shopping centres. The security deposits received for these leases amounted to EUR 361 thousand (EUR 376 thousand at year-end 2024).

In addition, the Group contracted organisational services for the General Meeting and shareholder registration services amounting to EUR 80 thousand, in addition to agent services for the listing on the Euronext Lisbon stock exchange and agent services for dividends amounting to EUR 33 thousand.

c) Increase in the Parent's share capital

On 24 July 2024, MERLIN Properties SOCIMI, S.A. increased capital by means of an accelerated bookbuilding process with a charge to monetary contributions and with the disapplication of preemption rights through the issue of 93,954,149 ordinary MERLIN shares, each with a par value of one euro (EUR 1.00), of the same class and series as the shares currently outstanding (see Note 9.1).

As a result of this capital increase, the following transactions were performed with significant shareholders:

  • Shareholding of Banco Santander, S.A. as the Agent Bank (EUR 50 thousand ; 0.005% of the issue) and as the Co-Global Coordinator, with the fee invoiced in this transaction amounting to EUR 1,250 thousand, of which EUR 50 thousand are considered as the agent bank fee and EUR 1,200 thousand as the basic fee and discretionary fee.
  • Banco Santander, S.A., which directly or indirectly holds approximately 24.6% of MERLIN's share capital, subscribed 23,094,534 new shares, thus maintaining its holding in MERLIN's share capital after the capital increase (at the same 24.6%).
  • Nortia Capital Investment Holding, S.L., which directly or indirectly holds approximately 8.17% of MERLIN's share capital, subscribed 7,674,216 new shares, thus maintaining its holding in MERLIN's share capital after the capital increase (at the same 8.17%).

The above related party transactions in connection with the capital increase were reported by the Audit and Control Committee to the Board on 22 July 2024. These reports, in compliance with current law, were sent to the CNMV (registration numbers 29819 and 29820) and published on the corporate website: https://ir.merlinproperties.com/regulador/operaciones-vinculadas/

Transactions performed with the directors

In addition, the capital increase of MERLIN Properties SOCIMI, S.A. carried out on 24 July 2024 resulted in the following transaction related to the Parent's directors:

• Pre-emption right by the Chief Executive Officer, holder of approximately 0.14% of the share capital, and by the Managing Director, holder of approximately 0.13% of the share capital, subscribing 131,893 and 124,392 new shares, respectively, in the capital increase, thus maintaining their holding in MERLIN's share capital after the capital increase

Financing transactions with companies accounted for using the equity method

d) Paseo Comercial Carlos III, S.A.

At 30 June 2025, the Parent had three outstanding loans for a combined amount of EUR 13,309 thousand as regards the associate Paseo Comercial Carlos III, S.A. (owner of a shopping centre in Madrid).

This amount includes EUR 2,539 thousand of the initial loan that was granted on 27 July 2020.

In 2024, the Group carried out a novation of this loan, which led to an additional EUR 10,000 thousand being granted. This additional facility is part of the guarantee requested of the shareholders by the Company's lending institutions.

The amount at 30 June 2025 also includes EUR 770 thousand in accrued interest (EUR 517 thousand at 31 December 2024), with the finance income for the first half of 2025 amounting to EUR 253 thousand.

e) Provitae Centros Asistenciales, S.L.

At 30 June 2025, the Parent had an outstanding loan amounting to EUR 1,284 thousand, which was granted initially on 10 January 2002 and includes EUR 240 thousand in accrued interest, with finance income for the first half of 2025 amounting to EUR 15 thousand.

f) Silicius Real Estate SOCIMI, S.A.

At 30 June 2025, the Parent did not have any outstanding obligations (EUR 450 thousand at 31 December 2024).

g) Edged Spain, S.L.

Under the agreements between MERLIN and its subsidiaries that own the data centres currently operated and Edged Spain, S.L., there are a series of commitments based on the overhead expenses, turnover and future profitability of these data centres and, therefore, in the first half of 2025 the MERLIN Group recognised EUR 1,746 thousand in expenses (EUR 2,511 thousand in the first half of 2024), and has EUR 12,261 thousand in assets and EUR 51,648 thousand in liabilities (EUR 11,408 thousand and EUR 13,384 thousand at year-end 2024).

Dividends and other profits distributed to related parties (thousands of euros)

30-06-2025 30-06-2024
Significant shareholders 30,216 27,357
Banco Santander, S.A. 30,216 27,357
Directors and managers 1,668 1,703
Directors 975 977
Executives 693 726
Total 31,884 29,060

15. Information on Directors

The Parent's directors and the parties related to them did not have any conflicts of interest that had to be reported in accordance with that set out in section 229 of the consolidated text of the Corporate Enterprises Act.

.

Remuneration and other benefits of the Board of Directors

In the first half of 2025, the salaries, attendance fees and fixed remuneration earned by members of the Parent's managing bodies amounted to EUR 2,190 thousand (EUR 2,101 thousand in the first half of 2024) as detailed below:

Thousands of euros
30-06-2025 30-06-2024
Fixed and variable remuneration 2,076 1,979
Statutory compensation - -
Termination benefits - -
Per diems 114 122
Life and health insurance 8 5
2,198 2,106

In addition to the above amounts, in the first half of 2025 the executive directors received payments totalling EUR 2,501 thousand corresponding to the variable remuneration for 2024 and the deferred variable remuneration for 2022 and 2023. At 30 June 2025, the accrued amounts payable related to the variable remuneration for 2023 and 2024 totalled EUR 1,880 thousand, of which EUR 624 thousand are recognised under "Non-current provisions" and EUR 1,256 thousand under "Trade and other payables" in the accompanying statement of financial position.

In the first half of 2025, the executive directors received 87,164 shares corresponding to the settlement of the 2022-2024 Incentive Plan.

The breakdown, by the Parent's Board members, of the amounts disclosed above received for fixed remuneration and attendance fees, is as follows:

Thousands of euros
30-06-2025 30-06-2024
Remuneration of board members
José Luis de Mora Gil-Gallardo (*) Chairman - Proprietary director 225 55
Javier García Carranza Benjumea (*) Chairman - Proprietary director - 170
Ismael Clemente Orrego CEO 550 500
Miguel Ollero Barrera Executive director 550 500
María Luisa Jordá Castro Independent director 88 91
Ana García Fau Independent director 52 105
Fernando Ortiz Vaamonde Independent director 74 72
George Donald Johnston Independent director 94 95
Juan María Aguirre Gonzalo Independent director 91 90
Pilar Cavero Mestre Independent director 82 77
Francisca Ortega Hernández Agero Proprietary director 86 85
Emilio Novela Berlín Independent director 69 95
Ignacio Gil-Casares Satrústegui Proprietary director - 51
Juan Antonio Alcaraz García Proprietary director 78 72
Julia Bayón Pedraza Proprietary director 72 21
Inès Archer Toper Independent director 79 22
2,190 2,101

(*) On 16 May 2024, the Parent's Board accepted and approved the resignation of Javier García Carranza Benjumea as Board member. At this same meeting, the Parent's Board unanimously approved the appointment by co-option of José Luis de Mora Gil-Gallardo as proprietary director representing the shareholder Banco Santander, S.A., and his appointment as Chairman of the Board of the Parent, following a favourable report from the Appointments and Remuneration Committee, to fill the vacancy on the Board as a result of the resignation of Javier García-Carranza Benjumea.

The shareholders at the Annual General Meeting held on 30 April 2025 established that the Parent's Board of Directors would have a total of 14 members.

In the first half of 2025, the Board accepted the resignation of director Ana García Fau and mourned the death of director Emilio Novela.

The term of office of director Ignacio Gil Casares Satrústegui ended in the first half of 2024.

The shareholders at the Annual General Meeting held on 9 May 2024 approved the appointment of Inès Archer Toper as an independent director and Julia Bayón Pedraza as a proprietary director representing the shareholder Banco Santander, S.A.

The Parent has not granted any advances, loans or guarantees to any of its Board members.

The Parent's directors are covered by the "Corporate Third-Party Liability Insurance Policies for Directors and Executives" taken out by the Parent to cover any possible harm and loss that may be claimed, and that are evidenced as a result of a management error committed by its directors or executives, and those of its subsidiaries, in discharging their duties. The premium amounted to an annual total of EUR 232 thousand (EUR 272 thousand in 2024).

As regards golden parachute clauses for executive directors in the event of dismissal or a takeover, at 30 June 2025 these golden parachute clauses provide for compensation that represented a total commitment of EUR 8,989 thousand.

Remuneration and other benefits of senior executives

The remuneration of the Parent's senior executives, including the Head of Internal Audit and excluding those who are simultaneously Board members (whose remuneration is disclosed above), in the sixmonth period ended 30 June 2025 is summarised as follows:

Thousands of euros
30-06-2025 30-06-2024
Number of
persons
Fixed and
variable
remuneration
Other
remuneration
Total Number of
persons
Fixed and
variable
remuneration
Other
remuneration
Total
9 1,333 19 1,352 9 1,120 17 1,137

In addition to the above amounts, in the first half of 2025 the senior executives received payments totalling EUR 3,605 thousand corresponding to the variable remuneration for 2024 and the deferred variable remuneration for 2022 and 2023. At 30 June 2025, the accrued amounts payable related to the variable remuneration for 2023 and 2024 totalled EUR 2,631 thousand, of which EUR 873 thousand are recognised under "Non-current provisions" and EUR 1,758 thousand under "Trade and other payables" in the accompanying statement of financial position.

In the first half of 2025, the Parent's senior executives received 76,231 shares corresponding to the settlement of the 2022-2024 Incentive Plan.

The main features of the long-term incentive plans approved and/or settled at the end of the first half of 2025 are detailed below:

2025 – 2027 Incentive Plan

The shareholders at the General Meeting held on 30 April 2025 approved a long-term remuneration plan consisting of the delivery of 5,168,656 shares of the Parent and/or share options (representing 0.92% of the Parent's share capital at the date of approval) for the management team and other important members of the Group's workforce ("2025-2027 Incentive Plan").

The 2025-2027 Incentive Plan consists of a single cycle with a target measurement period that will last three years, starting on 1 January 2025 and ending on 31 December 2027. If the targets are met, the shares will be delivered in 2028 once the financial statements for 2027 have been authorised for issue and audited. Accordingly, the share options will be settled by differences (or in the manner agreed by the Board at any given time) during the exercise windows established in 2028, 2029 and 2030 (with a maximum of one exercise window in each year). A maximum of 1,307,738 shares will be allocated to executive directors. All shares delivered under the 2025-2027 Incentive Plan to executive directors will be subject to a 2-year retention period.

The specific number of the Parent's shares that, within the established maximum, will be delivered to the beneficiaries of the 2025-2027 Incentive Plan at the end of the Plan will be conditional on achievement of the following targets linked to the creation of shareholder value and sustainability:

Métrica Definición Ponderación
Absolute Total Shareholder
Return (TSR)
This is the return on the share taking into account the cumulative change
in the Company's share price, including dividends and other similar items
received by the shareholder during the 2025-2027 period.
EPRA NTA per share at
31/12/2027 + Dividends
(2025-2027) / share
This is calculated based on the Company's consolidated equity and by
adjusting certain items following EPRA recommendations (including the
value of assets on the market and excluding certain items that are not
expected to result in sustained property lease business). The EPRA NTA
assumes that the companies buy and sell assets, thus crystallising levels
of deferred tax liabilities.
For the purposes of the Plan, the EPRA NTA at 31 December 2027, as
published in MERLIN's financial statements, will be taken into
consideration, plus any dividends paid per share and other similar items
received by the shareholder during the target measurement period
(2025-2027).
25%
Data centers - MW available
for lease as at 31/12/2027
MW installed in data centers that have received the corresponding
equipment and electricity supply, which are leased or available for lease
at 31 December 2027.
10%
Data centers - Level of
Gross Rental Income (GRI)
31/12/2027
Annualised gross rental income from the Data Centers business in
December 2027.
10%
Data centers - EBITDA
31/12/2027
Annualised EBITDA from the Data Centers business in December 2027. 10%
Net carbon emissions Level of reduction of MERLIN's CO2 emissions (scope 1 and 2) at 31
December 2027, compared to 31 December 2024, calculated for the
comparable portfolio of assets over which the Company has operational
control (scope of MERLIN's progress towards net zero).
5%

At 30 June 2025, the rules of the above Plan had yet to be approved by the Parent's Board of Directors and, therefore, the Plan had not yet been accepted by the potential beneficiaries at that date. Therefore, the Group has not recognised any provision in the accompanying interim condensed consolidated financial statements. Once the Regulation is approved and acceptance is confirmed, the Group will make it best estimate for its inclusion in the 2025 closing financial statements.

2022 – 2024 Incentive Plan

The shareholders at the General Meeting held on 4 May 2022 approved a long-term remuneration plan consisting of the delivery of 3,491,767 ordinary shares of the Company (representing 0.74% of the Parent's share capital at the date of approval), for the management team and other important members of the Group's workforce ("2022-2024 Incentive Plan").

The 2022-2024 Incentive Plan consisted of a single cycle with a target measurement period that lasted three years, starting on 1 January 2022 and ending on 31 December 2024. If the targets are met, the shares would be delivered in 2025 once the financial statements for 2024 have been authorised for issue and audited. All shares delivered under the 2022-2024 Incentive Plan to executive directors would be subject to a 2-year retention period. A maximum of 1,088,082 shares were allocated to executive directors.

The specific number of Company shares that, within the established maximum, would be delivered to the beneficiaries of the 2022-2024 Incentive Plan at the end of the Plan were conditional on achievement of the following targets linked to the creation of shareholder value and sustainability:

Metrics Definition Weighting
Absolute TSR
Relative TSR
Absolute Total Shareholder Return (TSR) is the return on the share
taking into account the cumulative change in the Company's share
price, including dividends and other similar items received by the
shareholder during the 2022-2024 period.
Relative TRS measures the performance of the TRS of the Company's
share over the 2022-2024 period in relation to the TRS of the FTSE
EPRA Nareit Developed Europe Index over the same period.
50%
EPRA NTA 31/12/2024 +
Dividends (2022-2024) /
Share
The EPRA NTA is calculated based on the Company's consolidated
equity and adjusting specific items in accordance with EPRA
recommendations. Furthermore, the dividends paid and other similar
items received by the shareholder during the target measurement period
(2022, 2023 and 2024) are taken into account.
35%
Net carbon issues Level of reduction of the Company's CO2 emissions at 31 December
2024, compared to 31 December 2021, calculated for the comparable
portfolio of assets over which the Company has operational control
(scope of the Company's pathway to net zero).
10%
Environment and Company Progress on the initiatives linked to improving the environment and
society. The economic and social impact of the Company's assets on
the local communities around these assets and the various stakeholders
will therefore be assessed.
5%

The measurement period for the 2022-2024 Incentive Plan ended on 31 December 2024.

During the first half of 2025, and after verifying compliance with the targets set in the 2022-2024 Incentive Plan by the Parent's Board, a total of 290,954 shares were delivered to the beneficiaries of this plan.

16. Events after the reporting period

In July 2025, the Group signed a long-term lease with Técnicas Reunidas for the delivery of a turnkey office building of approximately 21,441 sqm in the Adequa business park in Madrid. The delivery is scheduled for the first half of 2028.

In July 2025, the Group signed a long-term lease with a company listed on the IBEX 35 for the delivery of a fully refurbished asset of 19,873 sqm located at Josefa Valcárcel, 48, in Madrid. The delivery is scheduled for 1 January 2026, once the refurbishment of the building is completed.

In July 2025, the Group signed a lease with Mercedes Benz for a 72,717 sqm warehouse in Vitoria.

In July 2025, the Group signed divestments or promises of future divestments for a total of EUR 130.2 million, which is above the gross value of the assets at the end of June 2025.

In July 2025, Standard & Poor's ratified the Parent's corporate rating (BBB+).

Merlin Properties SOCIMI, S.A. and Subsidiaries

Trading update for the six-month period ended 30 June 2025.

CONSOLIDATED PERFORMANCE

+3.4% +12.8%
Gross rents like-for-likeYoY FFO YoY
+6.6% (0.5%)

NTA per Share YoY (0.5%)

• Strong semester in pre-lets accross all asset classes:

• Data Centers: 39 MW IT

TSR YTD

  • • Offices: 41k sqm in Adequa and Josefa Valcárcel
  • • Logistics: 73k sqm in Vitoria-Jundiz + advanced negotiations for 55k sqm
  • • Shopping Centers (Marineda extension, c. 25k sqm)
  • • Strong value creation, with accounting TSR +6.6%
  • Organic rental growth accelerating (+3.4% LfL) paired with an attractive backlog of developments
  • • Occupancy remains at very high levels (95.4%)
  • • FFO increasing at double digit (+12.8% FFO vs 6M24) tempering capital increase dilution (-6.0% FFO p.s. vs 6M24). Guidance upgraded to € 0.56 p.s.
  • • € 183.2m in non-core divestments at a premium to GAV, of which € 37.4m were executed in 6M25 and € 145.9m have been signed and will be executed in 2025-2026
  • • Valuations up +3.2%, mostly driven by development gains on Data Centers
  • • NTA per share at € 15.04 (+5.0% vs FY24), after € 0.22 per share distribution in May

BUSINESS PERFORMANCE

Rents like-for-like YoY

+3.9% +2.2% +3.2%
Offices Logistics S. Centers

Release spread

(0.2%)(4) +7.2% +4.1%
Offices Logistics S. Centers

Occupancy vs 31/03/2025

  • (126 bps) 95.4%
  • • Offices: 164,896 sqm contracted. LfL of +3.9% and release spread of (0.2%)(4)
  • • Logistics: 259,266 sqm contracted. LfL of +2.2% and release spread of +7.2%
  • • Shopping centers: 33,173 sqm contracted. LfL of +3.2% and release spread of +4.1%
  • Note: Hotels have been reclassified to Offices and Shopping Centers in 6M24 figures
  • (1) Net of incentives
  • (2) Excludes non-overhead costs items (€ 1.7m)
  • (3) FFO equals EBITDA less net interest payments, less minorities, less recurring income taxes plus share in earnings of equity method
  • (4) +5.1% excluding the renewal of a very large contract (+43k sqm) in Madrid (5) Portfolio in operation for 6M24 (€ 240.9m of GRI) and for 6M25 (€ 249.1m of GRI)
(€ million) 6M25 6M24 YoY
Total revenues 275.3 253.7 8.5%
Gross rents 264.7 248.2 6.7%
Gross rents after
incentives
249.6 234.5 6.5%
Net rents after propex
& collection losses
224.2 208.6 7.5%
Gross-to-net margin(1) 89.8% 88.9%
EBITDA(2) 205.3 188.4 9.0%
Margin 77.6% 75.9%
FFO(3) 166.6 147.8 12.8%
Margin 62.9% 59.5%
AFFO 159.8 142.5 12.2%
Net earnings 512.9 132.8 286.3%

Note: Per share figures calculated on TSO for 6M25 (563,724,899) and 6M24 (469,770,750)

(€ per share) 6M25 6M24 YoY
FFO 0.30 0.31 (6.0%)
AFFO 0.28 0.30 (6.5%)
EPS 0.91 0.28 n.m
EPRA NTA 15.04 15.11 (0.5%)
6M25 Contracted Rent Leasing
activity
Occ. vs
31/03/25
sqm €m LfL
change
Release
spread
Bps
Offices 164,896 144.3 +3.9% (0.2%) +34
Logistics 259,266 41.9 +2.2% 7.2% (314)
Shopping
centers
33,173 65.8 +3.2% 4.1% +42
Data
Centers
n.a. 12.7 n.a. n.a. n.m.
Other n.a. 0.1 +1.4% n.m. n.m.
Total 457,335 264.7 +3.4% (126)

Gross rents bridge

OFFICES

Rents breakdown

Gross rents
6M25 (€ m)
Passing rent
(€/sqm/m)
WAULT
(yr)
Madrid 101.1 21.3 3.3
Barcelona 25.3 21.9 3.1
Lisbon 16.7 23.4 4.4
Other 1.2 12.2 5.0
Total 144.3 21.5 3.4

Leasing activity

• Release spread slightly negative (0.2%) due to the renewal of a large contract in Madrid which includes a significant extension. Excluding this impact the release spread amounts to +5.1%

• 2Q25 leasing activity highlights:

  • 10,107 sqm renewal with American Express in Partenon 12-14, Madrid
  • 4,512 sqm new lease with BBVA in PE Las Tablas, Madrid
  • 3,685 sqm new lease with Accenture in Castellana 85, Madrid
  • 1,917 sqm renewal with Signify in Maria de Portugal T2, Madrid
  • 1,705 sqm new lease with Casen Recordati in PE Cerro Gamos, Madrid
  • 1,306 sqm new lease with Sixt Research in Art, Lisbon
  • 1,205 sqm new lease with Edison Next in Juan Esplandiú 11-13, Madrid
  • 1,069 sqm renewal with Ascendum in Marques de Pombal 3, Lisbon
  • 832 sqm new lease with Simon Kucher Partners in Diagonal 605, Barcelona
LTM
sqm Contracted Out In Renewals Net Release spread # Contracts
Madrid 123,193 (25,704) 35,408 87,785 9,704 (3.7%) 89
Barcelona 18,148 (7,819) 3,023 15,125 (4,796) +2.5% 30
Lisbon 23,555 (2,099) 4,451 19,104 2,352 +15.1% 10
Total 164,896 (35,622) 42,882 122,014 7,260 (0.2%)(2) 129

Occupancy

  • • Occupancy at all times high level (94.2%)
  • • Supply-demand imbalance for ESG compliant Class A and B+ assets in Madrid is accelerating rental growth and take-up figures.
  • In July, MERLIN signed a 21,441 sqm turn-key project with Técnicas Reunidas and a 19,572 sqm newly refurbished asset with an Ibex-35 company
  • By markets, best performer this quarter has been Madrid NBA (A1 & A2)

Note: Hotels have been reclassified to Offices and Shopping Centers Stock incl. WIP 1,364,560 sqm (1) Portfolio in operation for 6M24 (€ 136.9m of GRI) and for 6M25 (€ 142.2m of GRI) (2) +5.1% excluding the renewal of a very large contract (+43k sqm) in Madrid (3) MERLIN policy excludes buildings under complete refurbishment. Buildings excluded this period are Liberdade 195, Alfonso XI, Plaza Ruiz Picasso extension,

Torre Lisboa, PE Cerro Gamos 2, 3 & 5 and Josefa Valcarcel 48
--------------------------------------------------------------- --

Occupancy rate(3)

6M25 6M24 Change bps
Madrid 94.5% 91.9% +263
Barcelona 89.7% 91.5% (179)
Lisbon 100.0% 98.8% +119
Other 100.0% 100.0% -
Total 94.2% 92.6% +154
Stock 1,226,767 sqm
WIP 137,793 sqm

LOGISTICS

Gross rents
6M25 (€ m)
Passing rent
(€/sqm/m)
WAULT
(yr)
Madrid 28.4 4.6 3.3
Barcelona 6.4 8.1 2.3
Other 7.1 4.8 2.1
Total 41.9 5.0 2.9

Leasing activity

• The portfolio continues delivering good organic growth (+2.2% LfL)

• 2Q25 leasing activity highlights:

  • 58,990 sqm renewal with Media Mark in A4-Pinto II
  • 33,210 sqm new leases with Worten and Noatum in Lisbon Park B, a new asset developed by MERLIN which has been included in the portfolio in operations
  • 21,879 sqm renewal with Logisfashion in A2-Cabanillas III
  • 4,041 sqm new leases with Redreapid Balear and Betika Patrimonial in Barcelona-PLZF
  • 3,620 sqm renewal with The Phone House in A2-Coslada Complex
LTM
sqm Contracted Out In Renewals Net Release spread # Contracts
Madrid 123,129 (50,084) - 123,129 (50,084) +7.1% 5
Barcelona 5,902 (2,208) 5,902 - 3,694 +5.0% 1
Other 130,235 (49,757) 82,967 47,268 33,210 +6.4% 3
Total 259,266 (102,049) 88,869 170,397 (13,180) +7.2% 9

Occupancy

  • The portfolio operates at high occupancy figures (96.2%) despite a 47,892 sqm exit during the quarter. Vitoria Jundiz I (72,717 sqm) WIP has been let to Mercedes Benz in July
  • Efforts are focused on developments. Lisboa Park B (33,210 sqm) has been delivered to Noatum and Worten
  • • Zal Port occupancy stands at 96.1%
Stock 1,460,122 sqm
WIP(2) 553,360 sqm
Vitoria-Jundiz I 72,717 sqm
Commited 290,878 sqm
Non-commited 189,765 sqm
Stock incl. WIP 2,013,482 sqm
ZAL Port 764,925 sqm
Stock managed 2,778,407 sqm
Occupancy rate
6M25 6M24 bps
Madrid 94.7% 98.4% (372)
Barcelona 98.6% 93.5% +508
Other 100.0% 96.8% +318
Total 96.2% 97.6% (136)

(1) Portfolio in operation for 6M24 (€ 40.2m of GRI) and for 6M25 (€ 41.2m of GRI) (2) WIP includes in progress and Landbank Best II & III

LOGISTICS (CONT.)

INVESTMENTS, REFURBISHMENTS AND DEVELOPMENTS

Logistics development program (as of 30/6/2025)

  • • 558k sqm delivered to date achieving a YoC at delivery of 7.8%
  • • Vitoria-Jundiz I (73k) refurbishment has been delivered to Mercedes Benz in July
  • • 481k sqm of Landbank, all of which has now reached ready to build status, distributed among selected locations in Madrid, Lisbon, Valencia and Seville
  • • 194k sqm are either pre-let or with HoT signed to best in class tenants including Total, Logista, XPO or Worten
  • All committed projects except one are expected to be delivered by 1H27

Logistics pipeline as of 6M25

GLA (sqm) Pending Capex (€m) GRI (€m) YoC(1) (%) YoC Capex (%)
Commited 290,878 155.5 17.2 7.5% 11.1%
Of which pre-let or HoT 193,902 116.2 11.5
Non-Commited(2) 189,765 100.6 11.5 8.0% 11.4%
Total 480,643 256.1 28.7

DATA CENTERS

• Phase I:

  • MAD-GET 01, BCN-PLZF 01 and BIO-ARA 03 with 45.2 MW leased (€ 66m of contracted rent). Based on the expected delivery dates, accounting Data Center GRI is estimated at € 31m in 2025 and € 62m in 2026
  • • Phase II:
    • BIO-ARA 02 Data Center works progressing as planned. Expected delivery in 2026
    • LIS-VFX 01 Data Center with license and power. Construction has already started
  • • MERLIN has secured two additional sites in Madrid with an initial IT capacity of 78 MW and substantial long-term expansion potential (c. 130 MW). Acquisition of the sites will be carried out upon fulfillment of certain condition precedents
Phase I Phase II Upsizing Pipeline
Total IT
Capacity (MW)
64 246 426 2,160
Stabilization
year
2027 2029
Capex (€m) 608 2,506
Pending
Capex (€m)
195 2,402
Stabilized GRI
(€m)
92 379
Gross YoC 15.1% 14.2%
Funded
Madrid MAD-GET 01
(20 MW)
MAD-TCS
(30 MW)
MAD-GET 02
(48 MW)
MAD-GET 01
(6 MW(1))
MAD-TCS
(130 MW)
Basque
Country
BIO-ARA 03
(22 MW)
BIO-ARA
(96 MW)
02 & 01
BIO-ARA
(12 MW(1) + 180 MW)
01
04 & 05 & 06
BIO-ARA
(30 MW(1))
06
Location Barcelona BCN-PLZF
(16 MW + 6 MW(1))
Lisbon LIS-VFX
(72 MW)
LIS-VFX
(228 MW)
Extremadura Extremadura
(2 GW)

SHOPPING CENTERS

Gross rents Passing rent WAULT
6M25 (€ m) (€/sqm/m) (yr)
TOTAL 65.8 25.5 2.3

Footfall and tenant sales

vs 6M24
Tenant sales 5.8%
Footfall 2.4%
OCR 11.0%

Leasing activity

  • • Footfall (+2.4% vs 6M24) and sales (+5.8% vs 6M24) continue outperforming the market
  • • LfL rental increase (+3.2%), providing real growth, while rents remain affordable (11.0% OCR in 6M25)

• 2Q25 leasing activity highlights:

  • 2,370 sqm new lease with Yo Buceo in X-Madrid
  • 847 sqm renewal with Kiabi in Saler
  • 547 sqm new lease with Decathlon in Saler
  • 494 sqm new lease with Utage Asian in Arenas
  • 453 sqm new lease with JD Sports in Arenas
  • 414 sqm new lease with Alvaro Moreno in La Vital
  • 410 sqm renewal with Pepco in Arenas
  • 270 sqm renewal with Steakhouse Sabor Gaucho in Almada
LTM
sqm Contracted Out In Renewals Net Release spread # Contracts
Total 33,173 (13,439) 12,825 20,348 (614) +4.1% 166

Occupancy

  • • Virtually full occupancy (96.5%)
  • • Best performer this quarter has been La Vital
Stock 445,675 sqm
Tres Aguas(2) 67,940 sqm
Stock with Tres Aguas 513,615 sqm
Occupancy rate
6M25 6M24 bps
Total 96.5% 96.0% +49

BALANCE SHEET

  • • LTV stands at 28.6% (+ 31 bps vs FY24). Cash generation and value creation have mostly offset dividend payment and capex efforts
  • • No further debt maturities till November 2026 after repaying a bond on May 26th

Corporate rating Outlook

Ratios 30/06/2025 31/12/2024
LTV (Inc. TC) 28.6% 28.3%
Av. Interest rate 2.58% 2.46%
Av. Maturity (years) 4.4 4.3
Unsecured debt to total debt 84.2% 85.7%
Interest rate fixed 100.0% 100.0%
Liquidity position (€m)(1) 1,649 2,364
€ million
GAV 12,120
Gross financial debt 4,406
Cash and equivalents(2) (851)
Net financial debt 3,554
NTA 8,476

VALUATION

• € 12,120m GAV, +3.2 LfL as compared to December 2024

BBB+ Stable Baa1 Stable

  • MERLIN is now generating significant alpha, as revaluation uplifts are driven by developments across all asset classes, mostly Data Centers (€ 208m uplift)
  • • Stable passing yields during the semester
GAV (€ m) LfL Growth Gross yield Yield expansion
/(compression)(3)
Offices 6,592 1.4% 4.8% (7)
Logistics 1,441 2.6% 5.6% (15)
Shopping centers 2,059 1.0% 6.3% (2)
Logistics WIP & Office landbank 329 n.a. n.a. n.a.
Data Centers 719 38.2% 3.4% n.a.
Data Centers WIP & Landbank 196 n.a. n.a. n.a.
Others 51 0.0% 0.3% +0
Equity method 733 0.4% n.a.
Total 12,120 3.2% 5.2% (7)

(1) Includes cash (€ 841.3m) and treasury stock (€ 10.0m) and undrawned credit facilities (€ 797.3m) in 6M25

  • (2) Includes cash (€ 841.3m) and treasury stock (€ 10.0m)
  • (3) Bps based on passing yield

INVESTMENTS, DIVESTMENTS AND CAPEX

  • • € 183.2m in non-core divestments at a premium to GAV, of which € 37.4m were executed in 6M25 and € 145.9m have been signed and will be executed in 2025-2026
  • • Muted acquisitions during 6M25, limited to acquiring LOOM Salamanca, a previously operated unit (1,931 sqm), and increasing the Data Centers landbank with two additional developments (Madrid-Tres Cantos and Madrid-Getafe II) subject to certain milestones
  • Capex efforts continue focused on Best II & III and Digital Infrastructure Plan (Mega)
Offices Retail Logistics Data Centers € million
Acquisitions(1) LOOM Salamanca Madrid Tres Cantos
(Data Center) Landbank
Madrid Getafe II
(Data Center) Landbank
51.5
Greenfield
development
A2-Cabanillas Park II
Lisboa-Park
Valencia-Betera
Bilbao-Arasur (Data Center)
Madrid-Getafe (Data Center)
Barcelona-PLZF (Data Center)
Lisboa-VFX (Data Center)
119.1
Refurbishments Liberdade 195
PE Cerro Gamos
Josefa Valcarcel 48
PE Churruca
Callao 5
Marineda
A2-Alovera 61.2
Like-for-like portfolio
(Defensive Capex)(2)
9.2
Total 240.9

POST CLOSING

  • In July, MERLIN signed a long-term contract with Técnicas Reunidas for the delivery of 21,441 sqm on a turn-key office building in Adequa. Expected delivery in 1H28
  • In July, MERLIN signed a long-term lease contract with an Ibex-35 company in Josefa Valcarcel 48, a fully refurbished asset of 19,572 sqm. Expected entry on January 1st 2026 upon completion of the works
  • In July, MERLIN signed a lease contract in Vitoria-Jundiz I, a 72,717 sqm warehouse, with Mercedes Benz
  • In July, MERLIN signed disposals or promisory disposal agreements totalling € 130.2m above GAV
  • In July, S&P ratified the corporate rating of the company (BBB+)

  • 1. Consolidated Profit and Loss
  • 2. Consolidated Balance Sheet

1. Consolidated Profit and Loss

(€ thousand) 30/06/2025 30/06/2024
Gross rents 264,717 248,207
Offices 144,310 141,432
Logistics 41,864 42,017
Shopping centers 65,828 63,792
Data Centers 12,664 917
Other 51 50
Other income 10,624 5,531
Total Revenue 275,341 253,738
Incentives (15,094) (13,720)
Total Operating Expenses (56,632) (58,743)
Propex (25,411) (25,924)
Personnel expenses (19,982) (16,484)
Opex general expenses (9,505) (9,236)
Opex non-overheads (1,734) (5,697)
LTIP Provision - (1,402)
Accounting EBITDA 203,615 181,275
Depreciation (2,282) (1,373)
Gain / (losses) on disposal of assets 4,279 409
Provisions 1,425 (2,838)
Change in fair value of investment property 361,895 6,253
EBIT 568,932 183,726
Net financial expenses (43,665) (47,361)
Debt amortization costs (4,090) (3,900)
Gain / (losses) on disposal of financial instruments (355) 11
Change in fair value of financial instruments (9,648) 775
Share in earnings of equity method instruments 14,662 2,856
PROFIT BEFORE TAX 525,835 136,107
Income taxes (12,966) (3,339)
PROFIT (LOSS) FOR THE PERIOD RECURRING OPERATIONS 512,869 132,768
Minorities - -
PROFIT (LOSS) FOR THE PERIOD ATTRIBUTABLE 512,869 132,768
Stapled shares (end of period) 563,724,899 469,770,750
EARNINGS PER SHARE 0.91 0.28

2. Consolidated Balance Sheet

(€ thousand)

ASSETS 30/06/2025 EQUITY AND LIABILITIES 30/06/2025
NON CURRENT ASSETS 12,374,888 EQUITY 7,888,993
Intangible assets 4,410 Subscribed capital 563,725
Property, plant and equipment 24,750 Share premium 4,146,605
Investment property 11,433,719 Reserves 2,695,677
Investments accounted
by the equity method
600,320 Treasury stock (10,013)
Non-current financial assets 258,002 Other shareholder contributions 540
Deferred tax assets 53,687 Profit for the period 512,869
Valuation adjustments (20,410)
NON-CURRENT LIABILITIES 5,201,828
Long term debt 4,577,621
Long term provisions 6,952
Deferred tax liabilities 617,255
CURRENT ASSETS 999,304 CURRENT LIABILITIES 283,371
Trade and other receivables 80,971 Short term debt 122,270
Short term investments in group
companies and associates
5,511 Trade and other payables 135,751
Short-term financial assets 2,389 Other current liabilities 25,350
Cash and cash equivalents 841,294
Other current assets 69,138
TOTAL ASSETS 13,374,192 TOTAL EQUITY AND LIABILITIES 13,374,192

Paseo de la Castellana, 257 28046 Madrid +34 91 769 19 00 [email protected] www.merlinproperties.com

MERLIN PROPERTIES, SOCIMI, S.A. Preparation of the interim financial statements for the six-month period ended June 30, 2025

At their meeting of July 30, 2025, the directors of Merlin Properties SOCIMI, S.A. prepared the interim financial statements for the six-month period ended June 30, 2025. The consolidated interim financial statements comprise the accompanying documents preceding this statement, drawn up on ______ sheets of ordinary paper. Furthermore, by signing this signature sheet, the members of the Board of Directors of MERLIN PROPERTIES, SOCIMI, S.A. state that they have personally signed the consolidated interim financial statements, which have also been signed on all pages by the Secretary or the Non-Director Deputy Secretary merely for identification purposes.

Signed:

__________ __________
Mr. José Luis de Mora Gil-Gallardo Mr. Ismael Clemente Orrego
Chairman of the Board of Directors Vice-Chairman of the Board of Directors
__________ __________
Ms. Francisca Ortega Hernández-Agero Mr. Juan Antonio Alcaraz García
Member Member
__________ __________
Ms. María Luisa Jorda Castro Ms. Pilar Cavero Mestre
Member Member
__________ __________
Mr. Juan María Aguirre Gonzalo Mr. Miguel Ollero Barrera
Member Member
__________ __________
Ms. Inès Archer Toper Ms. Julia Bayón Pedraza
Member Member
__________ __________
Mr. Fernando Javier Ortiz Vaamonde Mr. George Donald Johnston

Member

Member

MERLIN PROPERTIES, SOCIMI, S.A.

Statement of responsibility for the interim financial statements for the six-month period ended June 30, 2025

The members of the Board of Directors of Merlin Properties, SOCIMI, S.A. declare that, to the best of their knowledge, the interim financial statements for the six-month period ended June 30, 2025, prepared and approved by the Board of Directors at the meeting held on July 30, 2025, were prepared in accordance with the applicable accounting principles and offer a true and fair view of the equity, financial position and results of Merlin Properties, SOCIMI, S.A. and of the subsidiaries included in the consolidated group, taken as a whole, and that the interim directors' report includes a true analysis of the required information and of the business performance, results and position of Merlin Properties, SOCIMI, S.A. and of the subsidiaries included in the consolidated group, taken as a whole, and a description of the main risks and uncertainties they face.

Signed:

Member

__________ __________
Mr. José Luis de Mora Gil-Gallardo Mr. Ismael Clemente Orrego
Chairman of the Board of Directors Vice-Chairman of the Board of Directors
__________ __________
Ms. Francisca Ortega Hernández-Agero Mr. Juan Antonio Alcaraz García
Member Member
__________ __________
Ms. María Luisa Jorda Castro Ms. Pilar Cavero Mestre
Member Member
__________ __________
Mr. Juan María Aguirre Gonzalo Mr. Miguel Ollero Barrera
Member Member
__________ __________
Ms. Inès Archer Toper Ms. Julia Bayón Pedraza
Member Member
__________ __________
Mr. Fernando Javier Ortiz Vaamonde Mr. George Donald Johnston

Member

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