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Merlin Properties Socimi S.A.

Investor Presentation Feb 24, 2022

1857_rns_2022-02-24_3fc9f323-4559-4148-9c59-6faac8b154ad.pdf

Investor Presentation

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FOR INFORMATION PURPOSES ONLY. Spanish Version prevails.

Spain +34 91 414 1434
UK +44 (0) 203 0095709
United States +1 8662801157
France 0800918150
Germany 08005889313
ltalv 800987313
Netherlands 0207157566

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FY21 Results Presentation 24 February 2022

Contents

FY21 Financial results Offices Logistics Shopping centers Valuation and debt position Sustainability Value creation Digital Infrastructure Plan Outlook 2022 Closing remarks

ISMAEL CLEMENTE CEO

MIGUEL OLLERO COO

Financial performance

  • € 0.58 FFO per share, +3.9% increase compared to FY20, exceeding guidance (€ 0.56 ps)
  • GAV growth driven by logistics (+14.5% LfL)
  • Deleveraging continues with LTV at 39.2% (vs 39.9% FY20)
  • Total shareholder return +7.1% (vs 1.4% in FY20)

Operating performance

  • Occupancy growth in all asset categories, with recovery in Offices in 2H21 (+97 bps vs. 6M21)
  • Good performance in Logistics, with +1.6% LfL growth, +4.0% release spread and virtually full occupancy
  • Despite Omicron, since November footfall and sales continue recovering in retail
  • Good operating performance in retail, with +5.8% release spread, 94.2% occupancy and 33,600 sqm let in the year

Value creation

  • € 238m disposals at a 5.4% premium to GAV
  • Landmark plan: Castellana 85 and Monumental have been delivered in 2021, 100% occupied
  • Flagship plan for retail completed after delivering Saler and Porto Pi
  • Best II & III logistics developments continue progressing having secured ca. 90k sqm of pre-lets in the period. Completion of the development of ZAL Port, with the delivery of +100k sqm in 2021
  • Mega: first licence obtained in Basque Country for the Digital Infrastructure Plan. In the process of obtaining the licenses for the other 3 sites by year-end

FY21 Financial results

FFO of € 0.58 per share, exceeding 2021 guidance (€ 0.56 per share)

(€ million) FY21 FY20 YoY
Gross rents 505.3 503.4 +0.4%
Gross rents after incentives 462.5 441.1 +4.9%
Net rents(1) 413.8 393.9 +5.1%
EBITDA(2) 377.2 365.4 +3.2%
FFO(3) 273.0 262.4 +4.1%
AFFO 258.0 247.6 +4.2%
IFRS net profit 512.2 56.4 n.m.
EPRA NTA 7,567.5 7,264.7 +4.2%
(€ per share)
FFO 0.58 0.56 +4.1%
AFFO 0.55 0.53 +4.2%
EPS 1.09 0.12 n.m.
EPRA NTA 16.11 15.46 +4.2%

APM: definitions and reconciliation of APMs to the latest audited financial accounts can be found on page 53 of www.merlinproperties.com/wp-content/uploads/2022/02/Results-report-FY21.pdf (1) Net of incentives

(2) Excludes non-overhead costs items (€ 2.6m) plus LTIP accrual (€ 11.5m)

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

+0.2% LfL growth despite a difficult 1H21 in offices

LfL(1)

LfL(1)

+0.2%

+0.2%

(€m)

Offices

LfL rental decline stabilizing (1.2%), improving vs 6M21 (2.9%) and 9M21 (2.1%)

Offices | Leasing activity

MERLIN continues capturing the reversionary potential in the portfolio with +4.3% release spread

Offices | Flex space

Sharp occupancy growth on the back of the return to the office. +52% footprint in 2022

New openings 2022 967 desks (+52% increase in footprint)

Logistics

Logistics | GRI bridge and breakdown

(1) Portfolio in operation for FY20 (€ 55.0 m of GRI) and for FY21 (€ 55.9m of GRI)

Logistics | ZAL Port

Double digit FFO increase (+17.5% vs FY20), after completing +100k sqm development in 2021

(1) 1 warehouse (48,423 sqm, 658 bps of the stock) vacated in 4Q21 and relet to Lidl in January 2022

(2) After deducting leasehold concession charge ı 15 ı

Shopping centers

Footfall and tenant sales recovering, maintaining OCR at 12.1% (vs 12.9% in 2020 and 12.6% in 2019)

(1) Portfolio in operation for FY20 (€ 55.0m of GRI) and for FY21 (€ 55.9m of GRI)

Total

Occupancy above pre-Covid levels (94.2%) due to commercial policy and Flagship plan deliveries

44.3%

  • 33,600 sqm let in 2021, a record-high figure for the company
  • Occupancy stands at 94.2%, exceeding pre-Covid levels
  • Rolling breaks associated to anchor tenants, with low exit risk

Valuation and debt position

Logistics is driving the revaluation of the overall portfolio

Book value

(€ per share)

Valuation and debt position | Asset Valuation

Shopping centers

(€/sqm) and GRI Yield

€ 7,779

(1) Assuming that the discount to NTA (38% or € 2.9bn) is applied linearly to offices and shopping centers, implying a 33% discount over GAV. Assuming no discount for other asset classes (logistics, net leases and other)

@ 16.11 @10.00

@ 16.11 @10.00(1)

GAV LIKE-FOR-LIKE EVOLUTION(1)

+14.5%

YIELD (COMPRESSION) / EXPANSION(3)

Offices Logistics Net Leases Shopping centers

(1) GAV of WIP projects included under its respective asset class for LfL purposes

(2) Including equity method

(3) Based on exit yields

Strong financial profile with decreasing LTV combined with low & fix interest cost. Moody's improving the outlook to stable

Baa2 Stable
2022 bond repaid with available cash BBB Stable
Rating Outlook
Liquidity(1) (€ million) 1,811 1,253
Average maturity (years) 5.3 6.0
Fixed rate debt 100.0% 99.8%
Average cost (spot) 2.07% (1.76%) 2.12% (1.80%)
LTV 39.2% 39.9%
Net debt € 5,247m € 5,268m
31/12/2021 31/12/2020

Source: Company

(1) Includes available cash plus pending receivable of Silicius, treasury stock and undrawned credit facilities (€ 831m RCF and EIB loan) in FY21 and available cash plus pending receivable of Juno, Silicius, treasury stock and undrawned credit facilities (€ 786m RCF and EIB loan) in FY20

Sustainability

Strong progress in the year

Sustainability | Pathway to net zero

MERLIN will launch its Pathway to net zero in 2Q22. Throughout the year, the Company has been working on a bottom-up analysis to shape and define the Pathway

SBTi aligned

Value creation

Value creation | Capital recycling - Divestments

€ 238m of divestments executed to fund Capex plans at a 5.4% premium to latest GAV

Offices

Sale of 1 office building in Madrid

Disposal of 4 logistics warehouses, 2 in Madrid, 1 in Zaragoza and 1 in Barcelona

Logistics Net Leases

Sale of 32 supermarkets and 1 BBVA branch

Other

Sale of stake in Aedas

Value creation | Landmark I 2021 deliveries

Castellana 85 Monumental

  • Full refurbishment of the asset, located in the heart of Azca, the best business area in Madrid Prime CBD
  • C85 hosts the HQ of Accenture, Elecnor and Teka

  • Full refurbishment of the building, located in Duque de Saldanha, one of the most emblematic squares in the city at the core of Lisbon's Prime CBD area
  • 10-year term lease agreement with BPI HQ

GLA 16,474 sqm Total Capex € 34.8m Yield on cost 8.1% Delivered

GLA 25,358 sqm Total Capex € 34.8m Yield on cost 9.4% Delivered

Value creation | Landmark I recap

Despite Covid, Landmark I has been a clear commercial and financial success

(1) Not including Plaza Ruiz Picasso, Torre Glories observatory deck or the vacant space

(2) FY21 appraisal – pre Landmark I appraisal (FY17) – any capex incurred during the period. Not including rents collected during the period

  • Progressive refurbishment of the business park to transform it into one of the largest urban campus in Spain
  • Long term lease with Cunef, for 100% of the asset

P.E. Churruca P.E. Cerro Gamos 1

  • Full refurbishment of the business park, located in Pozuelo
  • Long term lease with Fujitsu to become their HQ in Madrid

GLA 17,841 sqm Delivery 2022-2026

GLA 4,338 sqm Delivery 2024

Value creation | Best II & III

Zal Port WIP(1) Lisbon Park

  • ZAL Port has completed its development program with the delivery of 2 turn-key projects in 2021
  • 100% let to Decathlon and Maersk

  • Phased project located in the north of Lisbon
  • Phase I (Lisbon Park A) has already been delivered and is fully let

A2 Cabanillas Park I-J A2 Cabanillas Park II

  • Last available plot in Cabanillas Park I. Upon delivery in 2022 the complex will comprise 316k sqm of state-of-theart warehouses
  • 100% pre-let to DSV

  • First warehouse in our Cabanillas Park II development
  • Turnkey project with Logista

(1) MERLIN owns a 48.5% stake in Cilsa (ZAL Port) (2) Post canon

(3) 93.348 sqm if the preferential right is exercised

Value creation | Best II, III and ZAL Port extension recap

MERLIN has built a unique portfolio after securing the best locations at compelling land prices ahead of the logistics boom

(3) Post-canon Note: MERLIN owns a 48.5% of ZAL Port (Cilsa)

Flagship Plan is now complete

  • The refurbishment has consolidated Saler, facing the City of Arts and Sciences, as the leading urban mall in Valencia
  • Anchor tenants upsizing and upscaling units

Saler Porto Pi

  • Full refurbishment of the shopping center
  • The asset enjoys now outstanding exterior terraces overlooking the Mediterranean sea

GLA 29,286 sqm (inc. additional GLA Cost € 37.8m (inc. units acquired) Yield on cost 5.7%

GLA 32,963 sqm (inc. additional GLA) Cost € 43.7m (inc. units acquired) Yield on cost 4.1%

Value creation | Flagship recap

Flagship plan has provided MERLIN's portfolio with an outstanding capacity to face market headwinds

  • Over 230,000 sqm refurbished to adapt to new trends, commercial formats and post covid market demands
  • Strong operating performance

• The historical landmark Callao has finally received the refurbishment license. The asset will be transformed into a high street retail complex with fine dinning areas

Digital Infrastructure Plan (Mega)

Industry-leading performance at all edged data centers

• Reconfigurable on demand

The modular platform adapts to local market needs over time

Microturbine Generator

  • Provides low carbon, ultra-clean baseload power 24/7
  • 99% lower NOx emissions
  • Flexible fuel sources (H2, HDRD, NG)

Modular microgrid • GridBock plug and play energy router provides UPS and grid control, with expandable

energy storage and simple solar integration

License for Phase I (3MW) granted with advanced negotiations for leasings, representing 66% of the asset

Layout

4 strategic locations in the Iberian Peninsula to develop state-of-the-art data centers

Basque Country-Álava license granted 2021 2022 2023 2024 2025 2026 Phase I: First MWs enter into operation (12 MW) Phase II: finalized (70 MW)

Investment and returns until 2025

Compelling stabilized low double digit YoC of +11.2%(2)

(1) Excluding land cost (2) Including land cost

Outlook 2022

Outlook 2022 | BBVA disposal strategy

  • Deleveraging
    • 32% LTV post disposal
    • Target LTV = 35% 36%
  • Data Centers Acceleration of Phase I & II
  • Logistics Ramp-up of Best II & III plans
  • Share buyback If excess of cash, a potential share buyback could be contemplated

An extraordinary dividend will be distributed, in order to comply with the SOCIMI regime (50% of capital gains according to Spanish GAAP)

Outlook 2022 | January CPI impact

The Company will benefit form inflation tailwinds, after having secured in January a 5.5% GRI increase

Offices Logistics Shopping Centers Net Leases Other TOTAL

Closing remarks

Operations

  • MERLIN has improved all key financial and operating metrics (occupancy, LfL rental growth and FFO generation)
  • Third consecutive quarter with overall occupancy increase, recovering 132 bps since trough of the Covid-19 crisis (3M21)
  • Inflation favoring financials: 44% of rents inflated in January at a 5.5% average uplift (+12m of additional rents), including BBVA portfolio with its HICP multiplier
  • FFO (€ 0.58 per share) exceeding the guidance provided to the market (€ 0.56 per share)
  • Logistics continue enjoying strong tailwinds
  • Office occupancy is recovering while shopping centers have closed 2021 with high occupancy, proving that outstanding relationships with our tenants and strategic capex on assets can offset market headwinds

Value creation

  • The successful completion of Landmark and Flagship have resulted in a superior quality portfolio in offices and retail, stronger tenant roster and compelling value created to shareholders
  • Landmark I, Flagship, Best II & III and ZAL Port extension have generated € 764m in value to date (€ 1.63 per share). Including the WIP projects, they represent 23% (€ 3.0bn) of MERLIN´s GAV
  • The works of the Mega plan (Data Centers) are about to start, with strong commercial interest from potential tenants

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

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