Persepolis Investments 1 : Certificación Actas JPGE - marzo abril

PARTIAL AND JOINT CERTIFICATION OF AGREEMENTS OF THE GENERAL MEETINGS

OF SHAREHOLDERS OF THE COMPANY PERSÉPOLIS INVESTMENTS 1 SOCIMI, S.A.

Ms. Elena Albacete Portillo, in her capacity as secretary non-director of the board of directors of the company

PERSÉPOLIS INVESTMENTS 1 SOCIMI, SA, a Spanish company, domiciled in Madrid, at Calle Sagasta 12, 6º planta izq., 28004 Madrid (in what hereafter, the "Company"),

PARTIALLY CERTIFIES

• 1. That on March 16, 2021, at the registered office, an Extraordinary General Meeting of Shareholders of the Company was held on first call, in which Mrs. Mitra Ghamsari acted as President and Mr.

  Miguel Livinio García Stuyck as Secretary, for holding such positions on the Board of Directors.

• 2. That according to the Minutes of the meeting, and in accordance with the list of attendees that was signed by the President and the Secretary and that was attached to it as an Annex, the regular shareholders who attended the meeting present or duly represented was a total of 21,023,148 shares, out of the total amount of shares of 23,343,223 which represent 90.06% of the total share capital of the Company. In addition, these shares represent 92.42% of the total share capital of the company subscribed with voting rights, considering the holding of 596,405 shares by the Company in treasury stock.

• 3. That the Extraordinary General Meeting was duly called by means of an announcement published on February 3, 2021, on the corporate website of the Company registered in the Mercantile Registry (www.persepolis-investments.com), in accordance with the legal requirements and statutorily required.

• 4. That the aforementioned announcement of the call for the Extraordinary General Meeting was published on the Company's corporate website in an uninterrupted and unaltered manner from the date of the call of the aforementioned Meeting (that is, from February 3, 2021) until the date of the Extraordinary General Meeting (that is, March 16, 2021).

• 5. That, likewise, the call for the Extraordinary General Meeting was communicated to BME MTF Equity through notification of Other Relevant Information dated February 3, 2021.

• 6. That, having validly constituted the aforementioned Extraordinary General Meeting, after the appropriate deliberations of the matters included in the Agenda, and the attendees not having requested their record in the Minutes, the following resolution, literally reproduced, was approved:

"RESOLUTIONS

First.- Distribution of share premium

The General Shareholders' Meeting agrees on the distribution, in cash or in kind at the choice of each shareholder, of the Company's freely available reserves, through the return of part of the existing issue

premium, for an amount of €0.19 gross for each Company share in circulation with the right to receive it on the date on which the corresponding payment is made (the "Share Premium Distribution").

The General Shareholders' Meeting also agrees to proceed with the payment of the of the issue share premium distribution in accordance with the following terms and conditions:

Date of accrual (last trading date)

April 19, 2021

Ex date

April 20, 2021

DocuSign Envelope ID: 8C2121DC-5DE9-4906-8F1E-6FABAB6EE718
Record-date	April 21, 2021
Cash payment date	April 23, 2021
Date of payment in kind	April 29, 2021
(by delivery of promissory notes)
Gross unit amount (euros/share)	€0.19

The General Shareholders' Meeting agrees on the following rules and terms for the collection in kind by those shareholders who wish to waive the cash collection of the Share Premium Distribution (the "Collection in Kind Rules"):

• 1. The beneficiary shareholders of the payment of the Share Premium Distribution, in kind or cash, will be those who have the shares registered in the corresponding accounting record on April 21, 2021 (that is, the record date).

• 2. All shareholders are offered the choice between receiving payment of the Share Premium Distribution in cash or in kind in the form of promissory notes to order and at sight.

• 3. Shareholders who choose to receive the payment of the Share Premium Distribution in kind must deliver to the Company, duly completed and signed, the application form that has been provided to the Company for this purpose at the beginning of the meeting of the General Meeting and which is also made available to shareholders on the Company's website (the "Form") no later than April 16, 2021. Additionally, and as an essential requirement to receive the payment of the Share Premium Distribution in kind, it will be necessary that, and as explained below, the corresponding Participating Entity and the Payment Entity specify, agree and adopt the measures, actions, processes and documentation that proceed so that the corresponding actions are excluded from the payment of the

• Share Premium Distribution in cash no later than April 16, 2021.

• 4. By signing the Form, the shareholder:

  • a. renounces to receive in cash the payment of the Share Premium Distribution;

  • b. confirms that its wishes to receive such payment in the form of demand and demand notes;

  • c. irrevocably undertakes not to sell or transfer its shares in the Company prior to the so-called Ex-date (ie April 20, 2021);

  • d. provides the company name of the entity in which its shares are registered (the "Custody Entity") (whether it is an intermediary custody entity or a participating entity of the Management Company of Registration, Compensation and Liquidación de Valores, SA Unipersonal (a "Participating Entity");

  • e. and irrevocably agrees to contact its Entity of Custody so it:

    • i. in case of being a Participating Entity, contacts the payment entity in charge of Share Premium Distribution (this is Renta 4 Banco, SA) (the "Payment Entity") in order to specify, agree and adopt the measures, actions, processes and documentation that proceed so that the corresponding actions are excluded from the payment of the Share Premium Distribution in cash; and

    • ii. in case of being an intermediate custody entity, contacts (either directly or through other intermediary custody entity(ies)) with the corresponding

Participating Entity for the purpose of specifying, agreeing and adopting the measures, actions, processes and documentation that proceeds so that the corresponding shares are excluded from the payment of the Share Premium Distribution in cash; and

f.

acknowledges that it will only receive the payment of the Share Premium Distribution in kind if: (i) no later than April 16, 2021, the corresponding Participating Entity and the Payment Entity specify, agree and adopt the measures, actions, processes and documentation to proceed so that their shares are excluded from the payment of the Premium Distribution in cash; and (2) the corresponding Participating Entity does not receive cash payment (on the date of payment of the Share Premium Distribution in cash) of the Share Premium Distribution corresponding to its shares.

5.

Therefore, the Share Premium Distribution will be paid in cash to all the Company's shareholders except those shareholders (who will receive the Share Premium Distribution in promissory notes) that (i) have their shares registered in the corresponding registry on April 21, 2021 (that is, the record date), (ii) deliver to the Company, the duly completed and signed Form no later than April 16, 2021, (iii) also no later than April 16, 2021, its corresponding Participating Entity has specified, agreed and adopted with the Payment Entity all the measures, processes, actions and documentation that proceed so that the corresponding actions are excluded from the payment of the Premium Distribution in cash, and (iv) do not receive cash payment (on the date of payment of the Share Premium Distribution in cash) of the Share Premium Distribution corresponding to their shares.

The General Shareholders' Meeting agrees to proceed with the automatic cancellation of both, the Share Premium Distribution in cash and in kind, and without the need for any additional or complementary agreement, of the Share Premium Distribution agreed by the General Meeting in this First Resolution, in the event that as of April 16, 2021, the following 2 conditions have not been met:

• (i) the Company has received on that date a number of Forms (duly completed and signed) in which, as a whole and in aggregate, the Share Premium Distribution in kind is requested for a number of shares representing at least the 10% of the total capital stock of the Company including treasury stock (the "Minimum Share Premium Percentage in Kind"); and

• (ii) and, with respect to the aforementioned Forms, the corresponding Participating Entities have specified, agreed and adopted with the Payment Entity all the measures, processes, actions and documentation that proceed so that, in aggregate and as a whole, they are excluded of the payment of the Share Premium Distribution in cash at least a number of shares of the Company that represent the Minimum Percentage of Share Premium in Kind.

No later than April 19, 2021, the Company will inform BME MTF Equity by notification of Other Relevant Information, if the aforementioned conditions have been met, and therefore if the payment of the Share Premium Distribution proceeds, or if, on the contrary, these have not been filled out and, therefore, the Share Premium Distribution resolution is cancelled.

The General Shareholders' Meeting agrees to delegate to the Board of Directors of the Company all those actions, formalization of documents, agreements and complementary decisions, necessary and/or convenient for the successful completion of the payment in cash and/or in kind of the distribution of the share premium.

Finally, it is reported that the aggregate amount of the share premium to be distributed will be €4,435,212.37 (in the event that all the outstanding shares of the Company were entitled to receive dividend distribution, this is including those that are currently in treasury stock), and €4,321,895.42 excluding treasury shares at the date of calling the Extraordinary General Meeting.

It is hereby stated that all the resolutions adopted by the General Shareholders' Meeting under this item on the Agenda have been adopted with the vote in favour of 100% of the share capital present or duly represented at the Meeting.

Second.- (…)

Third.- (…)

Forth.- Drafting, reading and approval, if applicable, of the Minutes of the meeting

And there being no more matters to discuss, at 4:30 p.m., the meeting is adjourned and the Secretary proceeds to draft and read these Minutes.

Following this, the General Shareholders' Meeting agrees to approve these Minutes, which are signed in proof of conformity by the Secretary with the approval of the President in the place and on the date indicated in the heading.

It is hereby stated that this resolution has been adopted with the vote in favour of 100% of the share capital present or duly represented at the Meeting."

ALSO PARTIALLY CERTIFIES

• 7. That on October 21, 2021, at the registered office, an Extraordinary General Meeting of Shareholders of the Company was held on first call, in which Mrs. Mitra Ghamsari acted as President and Mr.

  Miguel Livinio García Stuyck as Secretary, for holding such positions on the Board of Directors.

• 8. That according to the Minutes of the meeting, and in accordance with the list of attendees that was signed by the President and the Secretary and that was attached to it as an Annex, the regular shareholders who attended the meeting present or duly represented was a total of 22,590,265 shares, out of the total amount of shares of 23,343,223 which represent 96.77% of the total share capital of the Company. In addition, these shares represent 99.31% of the total share capital of the company subscribed with voting rights, considering the holding of 596,405 shares by the Company in treasury stock.

• 9. That the Extraordinary General Meeting was duly called by means of an announcement published on

  September 20, 2021, on the corporate website of the Company registered in the Mercantile Registry (www.persepolis-investments.com), in accordance with the legal requirements and statutorily required.

• 10. That the aforementioned announcement of the call for the Extraordinary General Meeting was published on the Company's corporate website in an uninterrupted and unaltered manner from the date of the call of the aforementioned Meeting (that is, from September 20, 2021) until the date of the

  Extraordinary General Meeting (that is, October 21, 2021).

• 11. That, likewise, the call for the Extraordinary General Meeting was communicated to BME MTF Equity through notification of Other Relevant Information dated September 20, 2021.

• 12. That, having validly constituted the aforementioned Extraordinary General Meeting, after the appropriate deliberations of the matters included in the Agenda, and the attendees not having requested their record in the Minutes, the following resolution, literally reproduced, was approved:

"RESOLUTIONS

First.- Distribution of share premium

The General Shareholders' Meeting agrees on the distribution, in cash or in kind at the choice of each shareholder, of the Company's freely available reserves, through the return of part of the existing issue premium, for an amount of €0.371 gross for each Company share in circulation with the right to receive it on the date on which the corresponding payment is made (the "Share Premium Distribution").

The General Shareholders' Meeting also agrees to proceed with the payment of the of the issue share premium distribution in accordance with the following terms and conditions:

Date of accrual (last trading date)	November 22, 2021
Ex date	November 23, 2021
Record-date	November 24, 2021
Cash payment date	November 26, 2021
Date of payment in kind	December 02, 2021
(by delivery of promissory notes)
Gross unit amount (euros/share)	€0.371

The General Shareholders' Meeting agrees on the following rules and terms for the collection in kind by those shareholders who wish to waive the cash collection of the Share Premium Distribution (the "Collection in Kind Rules"):

• 6. The beneficiary shareholders of the payment of the Share Premium Distribution, in kind or cash, will be those who have the shares registered in the corresponding accounting record on November 24, 2021 (that is, the record date).

• 7. All shareholders are offered the choice between receiving payment of the Share Premium Distribution in cash or in kind in the form of promissory notes to order and at sight.

• 8. Shareholders who choose to receive the payment of the Share Premium Distribution in kind must deliver to the Company, duly completed and signed, the application form that has been provided to the Company for this purpose at the beginning of the meeting of the General Meeting and which is also made available to shareholders on the Company's website (the "Form") no later than November 19, 2021. Additionally, and as an essential requirement to receive the payment of the Share Premium

  Distribution in kind, it will be necessary that, and as explained below, the corresponding Participating Entity and the Payment Entity specify, agree and adopt the measures, actions, processes and documentation that proceed so that the corresponding actions are excluded from the payment of the

• Share Premium Distribution in cash no later than November 19, 2021.

• 9. By signing the Form, the shareholder:

  • a. renounces to receive in cash the payment of the Share Premium Distribution;

  • b. confirms that its wishes to receive such payment in the form of demand and demand notes;

  • c. irrevocably undertakes not to sell or transfer its shares in the Company prior to the so-called Ex-date (ie November 23, 2021);