VBARE Iberian Properties SOCIMI : Detailed presentation of the new Success Fee calculation methodology

SUCCESS FEE CALCULATION

June 5, 2019

DEFINITIONS (I)

-SUCCESSFEE FROM JANUARY 1, 2019:THE COMPANY SHALL PAY TO THE MANAGEMENT COMPANY AN ANNUAL SUCCESS FEE (THE "SUCCESS

FEE") IN THE RATE OF 16% + VAT OF THE DISTRIBUTABLE AMOUNT OF THE RELEVANT YEAR. THE SUCCESS FEE SHALL ONLY BE PAID AFTER AND

SUBJECT TO MEETING AN ANNUAL HURDLE RATE AND BASED ON A CATCH-UP MECHANISM. THE SUCCESS FEE WILL BE COMPOSED BY THE FULLY CATCH-UP PLUS THE CARRIED INTEREST, IF ANY

IN CASE THE COMPANY RECEIVES A TENDER OFFER TO THE 100% OF THE SHARES, THE MARKET PRICE OF THE RELEVANT YEAR WOULD MEAN THE PRICE PER SHARE PAID IN THE TENDER OFFER. THE SUCCESS FEE IN THIS CASE, WOULD BE PAID IN CASH WITHIN THE 7 BUSINESS DAYS FROM THE DATE OF THE EXECUTION. ADDITIONAL SUCCESS FEE WOULD BE CALCULATED AT YEAR END PRORATED TO THE NUMBER OF DAYS ELAPSED FROM THE TENDER OFFER EXECUTION UNTIL THE YEAR END BASED ON THE GENERAL SUCCESS FEE CALCULATION METHOD (SEE EXAMPLE 4)

-HURDLERATE AMOUNT OF THE RELEVANT YEARMEANS 6% OF THE NET MARKET CAPITALISATION OF THE PREVIOUS YEAR, ADJUSTED BY ANY

DIVIDENDS OR DISTRIBUTIONS TO SHAREHOLDERS, ANY ACQUISITIONS OR SALES OF TREASURY SHARES AND ANY ISSUES OR REDEMPTION OF SHARES MADE DURING THE RELEVANT YEAR. SUCH ADJUSTMENTS SHALL BE WEIGHTED BY THE NUMBER OF DAYS ELAPSED FROM THE DATE OF THE TRIGGERING EVENT UNTIL 31 DECEMBER OF THE RELEVANT YEAR

-DISTRIBUTABLEAMOUNT OF THE RELEVANT YEARMEANS THE NET MARKET CAPITALISATION OF THE RELEVANT YEAR MINUS THE NET MARKET CAPITALISATION OF THE PREVIOUS YEAR, ADJUSTED BY ANY DIVIDENDS OR DISTRIBUTIONS MADE TO SHAREHOLDERS, ANY ACQUISITIONS OR SALES OF TREASURY SHARES AND ANY ISSUES OR REDEMPTION OF SHARES MADE DURING THE RELEVANT YEAR

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DEFINITIONS (II)

-NETMARKET CAPITALISATIONMEANS FOR ANY YEAR THE MARKET PRICE OF THAT YEAR MULTIPLIED BY THE NET NUMBER OF SHARES OF

THAT YEAR

-MARKETPRICEOF ANY YEAR MEANS THE WEIGHTED AVERAGE UNITARY MARKET PRICE ON THE STOCK EXCHANGES OF THE COMPANY'S SHARES DURING THE 90 TRADING DAYS PREVIOUS TO THE END OF THAT YEAR

-NETNUMBER OF SHARESOF ANY YEAR MEANS THE TOTAL NUMBER OF SHARES OF THE COMPANY ON DECEMBER 31 OF THAT YEAR MINUS THE NUMBER OF TREASURY SHARES HELD ON 31 DECEMBER OF THAT YEAR

-ADJUSTEDMARKET CAPITALISATION OF 2018MEANS EUR 37,145,000. THIS IS THE MINIMUM AMOUNT TO BE USED TO CALCULATE THE HURDLE

RATE AMOUNT OF THE RELEVANT YEAR (EQUIVALENT TO €15,7 PER SHARE).

-PREVIOUSYEARMEANS THE FINANCIAL YEAR PRECEDING THE YEAR IN WHICH THE PAYABLE CATCH UP FEE IS FULLY PAID TO THE MANAGEMENT COMPANY AND IF IT IS NOT FULLY PAID TO THE MANAGEMENT COMPANY, ACCORDING TO A CATCH-UP MECHANISM

-RELEVANTYEARMEANS THE FINANCIAL YEAR DURING WHICH THE SUCCESS FEE ACCRUES

-STOCKEXCHANGESMEANS THE STOCK EXCHANGES WHERE THE COMPANY'S SHARES ARE TRADED

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CATCH UP MECHANISM

IF, FOR ONE OR MORE YEARS, THE DISTRIBUTABLE AMOUNT OF THE RELEVANT YEAR IS NOT ENOUGH TO FULLY PAY THE CATCH UP AFTER DEDUCTING THE HURDLE RATE, A FULL CATCH UP MECHANISM WILL BE IMPLEMENTED

THE PERIOD FOR WHICH THE SUCCESS FEE IS CALCULATED WILL LAST FROM 31 DECEMBER OF THE PREVIOUS YEAR (I.E., THE LAST YEAR IN WHICH THE PAYABLE CATCH UP WAS FULLY PAID) UNTIL 31 DECEMBER OF THE FINANCIAL YEAR ONGOING

THE DISTRIBUTABLE AMOUNT OF THE RELEVANT YEAR WILL BE FOR A PERIOD (TWO OR MORE YEARS) AND SHALL BE ALLOCATED AS FOLLOWS:

FIRST:AN AMOUNT EQUAL TO THE HURDLE RATE OF THAT PERIOD WILL BE ALLOCATED TO SHAREHOLDERS

SECOND:IF THERE IS ANY EXCESS OF DISTRIBUTABLE AMOUNT OF THE RELEVANT YEAR FOR THE PERIOD OVER THE HURDLE RATE, THE FULLY CATCH UP (CALCULATED FOR THE ENTIRE PERIOD), DEDUCTING ANY AMOUNT ON THE ACCOUNT OF CATCH UP ALREADY PAID IN THE PREVIOUS YEARS, SHALL BE PAID TO THE MANAGEMENT COMPANY WITH A MAXIMUM AMOUNT BASED ON THE FOLLOWING FORMULA;

ℎ ℎ × 16% × (1 + )

1 − (16% × 1 + )

THIS AMOUNT IS CALLED "CATCH UP"

THIRD,IF THERE IS ANY FURTHER EXCESS OF DISTRIBUTABLE AMOUNT AFTER ALLOCATING THE ACCRUED HURDLE RATE AND PAYING THE CATCH UP, THE EXCESS SHALL BE ALLOCATED AS FOLLOWS: 16% MULTIPLIED BY (1 + APPLICABLE VAT) TO THE MANAGEMENT COMPANY (THIS AMOUNT SHALL BE CALLED THE CARRIED INTEREST) AND THE DIFFERENCE SHALL BE ALLOCATED TO SHAREHOLDERS

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EXAMPLE 1 - YEAR 2019

Market Information		Distributable Amount of the Relevant Year
Market Price 12/31/2019	15.0
							Net Market
Net Number of shares 12/31/2019	4,608,354	Net Market Capitalization	Own shares sale	Dividend payment	Share Capital Increase	Dividend payment	Capitalization
Net Market Capitalization 12/31/2019	69,125,310	a	b	c	d	e	f
Net Market Capitalization 12/31/2018	37,145,000	31-Dec-18	14-Mar-19	15-Mar-19	1-Aug-19	15-Aug-19	31-Dec-19
		-37,145,000	-5,012	445,563	-29,993,743	554,803	69,125,310
2019 events
Own shares sale on 03/14/2019	5,012		a+b+c+d+e+f
Dividend payment on 03/15/2019	445,563	Distributable amount of the relevant year	2,981,921
Share Capital Increase on 08/01/2019	29,993,743
Dividend payment on 08/15/2019	554,803	Hurdle Rate Amount Calculation
					Number of days until	2019 number of	Hurdle Rate
				Hurdle Rate %	12/31/2019	days	Calculation
			g	h	i	j	(g*h)*i/j
		Net Market Capitalization 12/31/2018	37,145,000	6%	365	365	2,228,700
		Own shares sale on 03/14/2019	-5,012	6%	292	365	-241
		Dividend payment on 03/15/2019	-445,563	6%	291	365	-21,314
		Share Capital Increase on 08/01/2019	29,993,743	6%	152	365	749,433
		Dividend payment on 08/15/2019	-554,803	6%	138	365	-12,586
					2019 Hurdle Rate		2,943,993
		Success Fee Calculation
		Distributable amount of the relevant year	k	2,981,921
		2019 Hurdle Rate	l	2,943,993	Amount Allocated to the Shareholders
		Maximum Catch Up	m = (l*16%*1.21)/(1-16%*1.21)	706,792Maximum amount that the Management Company could receive in 2019
		2019 Catch Up	k-l	37,928Amount really received in 2019 as the (Distributable amount - Hurdle Rate) < Maximum Catch Up
			SUCCESS FEE 2019	37,928
			AMOUNT TO BE PAID IN SHARES	31,345
			AMOUNT TO BE PAID IN CASH	6,583

AS THE DISTRIBUTABLE AMOUNT OF THE RELEVANT YEAR IS HIGHER THAN THE HURDLE RATE AMOUNT, THE MANAGEMENT COMPANY WOULD HAVE THE RIGHT TO COLLECT SUCCESS FEE

IN THIS CASE, AS THE MANAGEMENT COMPANY HAS NOT RECEIVED THE FULL CATCH UP AMOUNT, THE CATCH UP MECHANISM IS ACTIVATED FOR THE YEAR 2020

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EXAMPLE 2 - YEAR 2020

AS MANAGEMENT COMPANY DID NOT RECEIVED THE FULL CATCH UP AMOUNT IN 2019, THE CATCH UP MECHANISM HAS BEEN ACTIVATED FOR THE YEAR 2020

Market Information		Distributable Amount of the Relevant Year
Market Price 12/31/2020	16.0
							Dividend	Share Capital	Dividend	Net Market
Net Number of shares 12/31/2020	7,108,354	Net Market Capitalization	Own shares sale	Dividend payment	Share Capital Increase	Dividend payment	payment	Increase	payment	Capitalization
Net Market Capitalization 12/31/2020	113,733,664	a	b	c	d	e	f	g	h	i
Net Market Capitalization 12/31/2018	37,145,000	31-Dec-18	14-Mar-19	15-Mar-19	1-Aug-19	15-Aug-19	15-Mar-20	1-Aug-20	15-Aug-20	31-Dec-20
		-37,145,000	-5,012	445,563	-29,993,743	554,803	1,843,342	-38,750,000	3,554,177	113,733,664
2019 events
Own shares sale on 03/14/2019	5,012
Dividend payment on 03/15/2019	445,563		a+b+c+d+e+f+g+h+i
Share Capital Increase on 08/01/2019	29,993,743	Distributable amount of the relevant year	14,237,794
Dividend payment on 08/15/2019	554,803
		Hurdle Rate Amount Calculation
					Number of days until	2020 number of	Hurdle Rate
2020 events				Hurdle Rate %	12/31/2020	days	Calculation
Dividend payment on 03/15/2020	1,843,342		j	k	l	m	(j*k)*l/m
Share Capital Increase on 08/01/2020	38,750,000	Net Market Capitalization 12/31/2018	37,145,000	6%	731	365	4,463,506
Dividend payment on 08/15/2020	3,554,177	Own shares sale on 03/14/2019	-5,012	6%	658	365	-542
		Dividend payment on 03/15/2019	-445,563	6%	657	365	-48,121
		Share Capital Increase on 08/01/2019	29,993,743	6%	518	365	2,553,988
		Dividend payment on 08/15/2019	-554,803	6%	504	365	-45,965
		Dividend payment on 03/15/2020	-1,843,342	6%	291	365	-88,177
		Share Capital Increase on 08/01/2020	38,750,000	6%	152	365	968,219
		Dividend payment on 08/15/2020	-3,554,177	6%	138	365	-80,626
					2019-2020 Hurdle Rate Amount	7,722,281
		Success Fee Calculation
		Distributable amount of the relevant year	n	14,237,794
		2019 Hurdle Rate	o	7,722,281	Amount Allocated to the Shareholders
		Maximum Catch Up	p = (o*16%*1.21)/(1-16%*1.21)	1,853,960	Maximum amount that the Management Company could receive for the period 2019-2020
		Catch Up received in 2019	q	37,928
		Catch Up pending to be received in 2020	r= p-q	1,816,033Catch Up amount really received in 2020 as the (Distributable amount - Hurdle Rate - Catch Up 2019) < Maximum Catch Up
		Excess	s= n-o-q-r	4,661,553
		2020 Carried Interest	t = s * (16%*1.21)	902,477
		SUCCESS FEE 2020	r+t	2,718,509
			AMOUNT TO BE PAID IN SHARES	2,246,702
			AMOUNT TO BE PAID IN CASH	471,807

AS THE DISTRIBUTABLE AMOUNT OF THE RELEVANT YEAR IS HIGHER THAN THE HURDLE RATE AMOUNT, THE MANAGEMENT COMPANY WOULD HAVE THE RIGHT TO COLLECT SUCCESS FEE

IN THIS CASE, THE MANAGEMENT COMPANY HAS RECEIVED THE FULL CATCH UP AMOUNT, THERE IS NO NEED TO ACTIVATE THE CATCH UP MECHANISM IS FOR THE YEAR 2021

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EXAMPLE 3 - YEAR 2021

Market Information		Distributable Amount of the Relevant Year
Market Price 12/31/2020	16.0
						Net Market
Net Number of shares 12/31/20120	7,108,354	Net Market Capitalization	Dividend payment	Share Capital Increase	Dividend payment	Capitalization
Net Market Capitalization 12/31/2020	113,733,664	a	b	c	d	e
Market Price 12/31/2021	16.0	31-Dec-20	15-Mar-21	1-Aug-21	15-Aug-21	31-Dec-21
Net Number of shares 12/31/2021	8,608,354	-113,733,664	2,835,459	-24,000,000	4,304,177	137,733,664
Net Market Capitalization 12/31/2021	137,733,664
2021 events			a+b+c+d+e
Dividend payment on 03/15/2021	2,835,459	Distributable amount of the relevant year	7,139,636
Share Capital Increase on 08/01/2021	24,000,000
Dividend payment on 08/15/2021	4,304,177	Hurdle Rate Amount Calculation
				Hurdle Rate %	Number of days until 12/31/2021	2021 number of days	Hurdle Rate Calculation
			f	g	h	i	(f*g)*h/i
		Net Market Capitalization 12/31/2020	113,733,664	6%	365	365	6,824,020
		Dividend payment on 03/15/2021	-2,835,459	6%	291	365	-135,636
		Share Capital Increase on 08/01/2021	24,000,000	6%	152	365	599,671
		Dividend payment on 08/15/2021	-4,304,177	6%	138	365	-97,640
					2021 Hurdle Rate Amount	7,190,415

AS THE DISTRIBUTABLE AMOUNT OF THE RELEVANT YEAR IS LOWER THAN THE HURDLE RATE AMOUNT, THE MANAGEMENT COMPANY WOULD NOT HAVE THE RIGHT TO COLLECT SUCCESS FEE

IN THIS CASE, AS THE MANAGEMENT COMPANY HAS NOT RECEIVED THE FULL CATCH UP AMOUNT, THE CATCH UP MECHANISM IS ACTIVATED FOR THE YEAR 2022

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EXAMPLE 4 - YEAR 2022 (01/01/2022 - 06/30/2022)

AS MANAGEMENT COMPANY DID NOT RECEIVED THE FULL CATCH UP AMOUNT IN 2021, THE CATCH UP MECHANISM HAS BEEN ACTIVATED FOR THE YEAR 2022 A TENDER OFFER FOR THE COMPANY´S SHARES IS LAUNCHED AND EXECUTED ON JUNE 30, 2022 AT A PRICE PER SHARE OF €17

Market Information
Market Price 12/31/2020	16
Net Number of shares 12/31/2020	7,108,354
Net Market Capitalization 12/31/2020	113,733,664
2021 events
Dividend payment on 03/15/2021	2,835,459
Share Capital Increase on 08/01/2021	24,000,000
Dividend payment on 08/15/2021	4,304,177
2022 events
Tender Offer on 06/30/2022	17
Net Number of shares 06/30/2022	8,608,354
Net Market Capitalization 06/30/2022	146,342,018
(Equal to the tender´s offer share price multiplied by the net
number of shares at the date of the tender´s offer termination)

Distributable Amount of the Relevant Year
				Net Market
Net Market Capitalization	Dividend payment	Share Capital Increase	Dividend payment	Capitalization
a	b	c	d	e
31-Dec-20	15-Mar-21	1-Aug-21	15-Aug-21	30-Jun-22
-113,733,664	2,835,459	-24,000,000	4,304,177	146,342,018

	a+b+c+d+e
Distributable amount of the relevant year (until 06/30/2022)	15,747,990
Hurdle Rate Amount Calculation
		Hurdle Rate %	Number of days until 06/30/2022	2022 number of days	Hurdle Rate Calculation
	f	g	h	i	(f*g)*h/i
Net Market Capitalization 12/31/2020	113,733,664	6%	546	365	10,207,986
Dividend payment on 03/15/2021	-2,835,459	6%	472	365	-220,001
Share Capital Increase on 08/01/2021	24,000,000	6%	333	365	1,313,753
Dividend payment on 08/15/2021	-4,304,177	6%	319	365	-225,704

			Hurdle Rate Amount until 06/30/2022	11,076,035
Success Fee Calculation
Distributable amount of the relevant year	j	15,747,990
2022 Hurdle Rate	k	11,076,035	Amount Allocated to the Shareholders
Maximum Catch Up	l = (k*16%*1.21)/(1-16%*1.21)	2,659,127	Maximum amount that the Management Company could receive in relation with the tender offer
Catch Up received in 2021	m	0
Catch Up pending to be received in 2022	n= l-m	2,659,127	Amount really received in 2022 as the (Distributable amount - Hurdle Rate) < Maximum Catch Up
Excess	o= j-k-m-n	2,012,828
2022 Carried Interest	p = o * (16%*1.21)	389,683
SUCCESS FEE UNTIL 06/30/2022	n+p	3,048,811
	AMOUNT TO BE PAID IN SHARES	0
	AMOUNT TO BE PAID IN CASH	3,048,811

AS THE DISTRIBUTABLE AMOUNT OF THE RELEVANT YEAR IS HIGHER THAN THE HURDLE RATE AMOUNT, THE MANAGEMENT COMPANY WOULD HAVE THE RIGHT TO COLLECT SUCCESS FEE AS THE SUCCESS FEE HAS BEEN CALCULATED ON JUNE 30 DUE TO A TENDER OFFER, THE SUCCESS FEE IS FULLY PAID IN CASH

IN THIS CASE, THE MANAGEMENT COMPANY HAS RECEIVED THE FULL CATCH UP AMOUNT, THERE IS NO NEED TO ACTIVATE THE CATCH UP MECHANISM IS FOR THE YEAR 2022 YEAR END CALCULATION

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EXAMPLE 5 - YEAR 2022 (07/01/2022 - 12/31/2022)

AS SUCCESS FEE WAS PAID ON JUNE 30 DUE TO A TENDER OFFER, THE SUCCESS FEE IS CALCULATED AT YEAR END FOR THE SIX MONTH PERIOD FROM THE TENDER OFFER UNTIL YEAR END

Market Information		Distributable Amount of the Relevant Year
Market Price 12/31/2022	17.5
Net Number of shares 12/31/2022	8,608,354	Net Market Capitalization	Dividend payment	Net Market Capitalization
Net Market Capitalization 12/31/2022	150,646,195	a	b	c
		30-Jun-22	30-Sep-22	31-Dec-22
2022 events		-146,342,018	5,000,000	150,646,195
Tender Offer on 06/30/2022	17
Net Number of shares 06/30/2022	8,608,354
Net Market Capitalization 06/30/2022	146,342,018		a+b+c
Dividend payment on 09/15/2022	5,000,000	Distributable amount of the relevant year (from	9,304,177
		Hurdle Rate Amount Calculation
				Hurdle Rate %	Number of days until 12/31/2022	2022 number of days	Hurdle Rate Calculation
			d	e	f	g	(d*e)*f/g
		Net Market Capitalization 06/30/2022	146,342,018	6%	184	365	4,426,345
		Dividend payment on 09/15/2022	-5,000,000	6%	92	365	-75,616
					2022 Hurdle Rate Amount from 07/01/2022	4,350,728
		Success Fee Calulation
		Distributable amount of the relevant year	h	9,304,177
		2022 Hurdle Rate	i	4,350,728	Amount Allocated to the Shareholders
		Maximum Catch Up	j = (i*16%*1.21)/(1-16%*1.21)	1,044,520	Maximum amount that the Management Company could receive in 2022
		2022 Catch Up	j	1,044,520	Amount really received in 2022 as the (Distributable amount - Hurdle Rate) < Maximum Catch Up
		Excess	l= h-i-j	3,908,928
		2022 Carried Interest	m= l* (16%*1.21)	756,769
		SUCCESS FEE FROM 07/01/2022	j+m	1,801,289
			AMOUNT TO BE PAID IN SHARES	1,488,668
			AMOUNT TO BE PAID IN CASH	312,621

AS THE DISTRIBUTABLE AMOUNT OF THE RELEVANT YEAR IS HIGHER THAN THE HURDLE RATE AMOUNT, THE MANAGEMENT COMPANY WOULD HAVE THE RIGHT TO COLLECT SUCCESS FEE

IN THIS CASE, THE MANAGEMENT COMPANY HAS RECEIVED THE FULL CATCH UP AMOUNT, THERE IS NO NEED TO ACTIVATE THE CATCH UP MECHANISM IS FOR THE YEAR 20212 YEAR END CALCULATION

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