Merlin Properties SOCIMI S A : - AGM

TO THE NATIONAL SECURITIES MARKET COMMISSION

MERLIN Properties, SOCIMI, S.A. ("MERLIN"), in compliance with the applicable legislation, notifies the following:

OTHER RELEVANT INFORMATION

The Board of Directors of MERLIN has resolved to call the Annual Shareholders' Meeting of MERLIN to be held in Madrid, at Auditorio Rafael del Pino, located at Calle Rafael Calvo 39A, on May 3, 2022, at 12 noon, on first call, or, if the necessary quorum is not reached, on second call, in the same place and at the same time on May 4, 2022. The call notice for the Annual Shareholders' Meeting of MERLIN is attached hereto as a SCHEDULE, which will also be published tomorrow, Saturday, April 2, 2022, (i) in the "Expansión" newspaper and (ii) on the company's website (www.merlinproperties.com).

The resolutions proposed by the Board of Directors, together with the other documentation legally required for the Shareholders' Meeting (including, among others, the separate and consolidated financial statements and directors' reports, together with the audit report, the mandatory reports by the directors and committees on the resolutions that so require, etc.), are available to the shareholders (i) at the registered office (Madrid, Paseo de la Castellana, 257) and (ii) on the company's website (www.merlinproperties.com), and shareholders may request that such documents be delivered or sent to them free of charge, on the terms provided for in the call notice.

Madrid, April 1, 2022.

MERLIN Properties SOCIMI, S.A.

© MERLIN Properties SOCIMI, S.A.

www.merlinproperties.com

SCHEDULE

© MERLIN Properties SOCIMI, S.A.

www.merlinproperties.com

FOR INFORMATION PURPOSES. SPANISH VERSION PREVAILS.

Merlin Properties, SOCIMI, S.A.

Annual Shareholders' Meeting

The Board of Directors of Merlin Properties, SOCIMI, S.A. (the "Company") has resolved, at the meeting held on March 31, 2022, to call the Annual Shareholders' Meeting to be held in Madrid, at Auditorio Rafael del Pino, located at Calle Rafael Calvo 39A, on May 3, 2022, at 12 noon, on first call, or, if the necessary quorum is not reached, on second call, in the same place and at the same time on May 4, 2022, so that the shareholders may deliberate and resolve on the items on the following:

AGENDA

ITEMS RELATING TO THE FINANCIAL STATEMENTS AND THE CONDUCT OF BUSINESS

One.- Examination and approval, if appropriate, of the financial statements and directors' report for Merlin Properties, SOCIMI, S.A.

1. Examination and approval, if appropriate, of the separate financial statements and directors' report of Merlin Properties, SOCIMI, S.A. for the year ended December 31, 2021.
2. Examination and approval, if appropriate, of the consolidated financial statements and directors' report of Merlin Properties, SOCIMI, S.A. and its subsidiaries for the year ended December 31, 2021.

Two.- Approval of income/loss and distribution of reserves

1. Examination and approval, if appropriate, of the proposed appropriation of income/loss for the year ended December 31, 2021.
2. Distribution of a dividend out of the "share premium" reserve.

Three.- Examination and approval, if appropriate, of the conduct of business by the Board of Directors during the year ended December 31, 2021.

ITEM RELATING TO THE AUDITOR

Four.- Reappointment of Deloitte, S.L. as auditor of the Company and its consolidated group for fiscal year 2022.

ITEM RELATING TO THE COMPOSITION OF THE BOARD OF DIRECTORS

Five.- Reappointment of directors.

1. Reappointment of Mr. Ismael Clemente Orrego as director, classified as executive director.
2. Reappointment of Mr. Miguel Ollero Barrera as director, classified as executive director.
3. Reappointment of Ms. María Ana Forner Beltrán as director, classified as nominee director.
4. Reappointment of Mr. Ignacio Gil-Casares Satrústegui as director, classified as nominee director.
5. Reappointment of Ms. María Luisa Jordá Castro as director, classified as independent director.

FOR INFORMATION PURPOSES. SPANISH VERSION PREVAILS.

1. Reappointment of Ms. Ana María García Fau as director, classified as independent director.
2. Reappointment of Mr. Fernando Javier Ortiz Vaamonde as director, classified as independent director.
3. Reappointment of Mr. George Donald Johnston as director, classified as independent director.
4. Reappointment of Mr. Emilio Novela Berlín as director, classified as independent director.

ITEMS RELATING TO DIRECTORS' COMPENSATION

Six.- Approval, for the purposes of article 529 novodecies of the Revised Capital Companies Law, of the Directors' Compensation Policy.

Seven.- Approval of a share-based incentive plan targeted at members of the management team, including the executive directors of the Company, and applicable in fiscal years 2022 to 2024. Allocation of shares to the plan.

Eight.- Consultative vote on the Annual Report on Directors' Compensation, and its attached Statistical Appendix, for the year ended December 31, 2021.

ITEM RELATING TO CALL NOTICES FOR SPECIAL SHAREHOLDERS' MEETINGS

Nine.- Authorization to shorten the period for calling Special Shareholders' Meetings, pursuant to the provisions of article 515 of the Revised Capital Companies Law.

ITEM RELATING TO AMENDMENTS TO CORPORATE GOVERNANCE DOCUMENTS

Ten.- Amendment of the Bylaws. Amendment of article 8 of the Bylaws (Ancillary Obligations) to coordinate its wording with the rule established in article 55.1 of the Bylaws (Special Rules on Dividend Distributions).

ITEM RELATING TO GENERAL MATTERS

Eleven.- Authorization to the Board of Directors to interpret, rectify, supplement, implement and carry out the resolutions adopted by the Shareholders' Meeting, as well as to delegate the powers it receives from the Shareholders' Meeting, and to delegate powers to have such resolutions notarized.

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RECOMMENDATIONS DERIVING FROM THE SITUATION CAUSED BY COVID-19

As a result of the COVID-19 public health crisis and in anticipation of the possibility that, on the scheduled date of the Shareholders' Meeting, there may be legal restrictions or health recommendations in place that affect travel to or attendance in person at the Annual Shareholders' Meeting, the Board of Directors of the Company has resolved:

1. to not recommend attendance in person at the Shareholders' Meeting; and
2. to recommend (i) prior grant of proxies and prior voting, by means of distance communication, and/or (ii) virtual attendance, that is, participation in the Shareholders' Meeting without being physically present at the venue where the meeting is to be held.

FOR INFORMATION PURPOSES. SPANISH VERSION PREVAILS.

Shareholders are reminded that the Company will offer the option to follow the Shareholders' Meeting on the Company's website (www.merlinproperties.com), via the link "Live stream of the Merlin Annual Shareholders' Meeting".

In all cases, any shareholder or shareholder representative who wishes to physically attend the venue where the Shareholders' Meeting is to be held must comply with any measures or restrictions that may be applicable on the date of the meeting. Any measures or restrictions applicable to physical attendance at the Shareholders' Meeting will be published on the corporate website (www.merlinproperties.com) in the days leading up to the meeting. In any event, as from the fifth day prior to the date of the Shareholders' Meeting, information on these measures may be obtained by calling the shareholder helpline on ([phone], Monday to Friday, from 9:00 a.m. to 7:00 p.m., or sending an email to [e-mail].

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Report on amendment of the Board Regulations and of the new Compensation Committee Regulations (now the Appointments and Compensation Committee): Following the explanation of the proposals contained in the items on the agenda, the Shareholders' Meeting shall be informed of (i) the amendment of the Board Regulations approved by the Board of Directors of the Company on February 23, 2022, pursuant to article 528 of the Revised Capital Companies Law, and (ii) the new Appointments and Compensation Committee Regulations, approved, with respect to the latest wording, on March 31, 2022.

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Supplement to the call notice for the Shareholders' Meeting: Shareholders representing at least three percent of the share capital may request the publication of a supplement to the call notice for the Shareholders' Meeting, including one or more items on the agenda. In the request, the shareholders must indicate at least (i) the identity of the shareholder or shareholders exercising the right, (ii) the number of shares held by such shareholder or shareholders, (iii) the items to be included on the agenda, and (iv) a justification of the proposed items or, as the case may be, a justified proposal for a resolution.

This right must be exercised by serving duly authenticated notice, which must be received at the registered office of the Company (Paseo de la Castellana 257, Madrid) within five days of the publication of this call notice.

Submission of proposed resolutions: Shareholders representing at least three percent of the share capital may, within five days of the publication of this call notice, submit reasoned proposals for resolutions on matters already included or which must be included on the agenda of the Shareholders' Meeting, all on the terms set out in article 519.3 of the Revised Capital Companies Law.

Right to attend and right of representation: Company shareholders who hold, individually or in a group with other shareholders, at least five hundred (500) shares shall have the right to attend the Shareholders' Meeting in person or virtually. In order to exercise the right of attendance, shareholders must have registered the shares in their name on the corresponding register of book entries five (5) days in advance of the date on which the Shareholders' Meeting is to be held (the Shareholder's Meeting is scheduled to be held on May 4, 2022, on second call).

All shareholders have the right to be represented by another person, who need not be a shareholder, pursuant to the provisions in this regard in the Revised Capital Companies Law, the Bylaws and the Shareholders' Meeting Regulations. Shareholders who do not hold the minimum number of shares required to attend may grant a proxy in writing for the representation of such shares to a person with the right to attend (a shareholder or any proxy representing the minimum number of shares required) or form a group with other shareholders in the same