Merlin Properties SOCIMI S A : – Composition of the Board of Directors

TO THE NATIONAL SECURITIES MARKET COMMISSION

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

OTHER RELEVANT INFORMATION

• I. The Annual Shareholders' Meeting of MERLIN approved, at its meeting held yesterday, (i) to set the number of members of the Board of Directors at fourteen (14); and (ii) all the proposals for reappointment and appointment of directors of the Company that were submitted to it for consideration in the agenda of that meeting. As a result of those reappointments and appointments, and as all the reappointed or appointed directors accepted their positions, the Board of Directors of MERLIN is composed of fourteen (14) members, formed by the following individuals:

  • (i) Mr. Javier Garcia-Carranza Benjumea (Chairman)

  • (ii) Mr. Ismael Clemente Orrego

  • (iii) Mr. Miguel Ollero Barrera

  • (iv) Mr. John Gómez-Hall

  • (v) Mr. Donald Johnston

  • (vi) Mr. Juan María Aguirre Gonzalo

  • (vii) Ms. Francisca Ortega Hernández-Agero

  • (viii) Mr. Emilio Novela Berlín

  • (ix) Ms. María Luisa Jordá Castro

  • (x) Ms. Pilar Cavero Mestre

  • (xi) Mr. Fernando Ortiz Vaamonde

  • (xii) Ms. Ana Maria García Fau

  • (xiii) Ms. María Ana Forner Beltrán

  • (xiv) Mr. Ignacio Gil-Casares Satrústegui

• II. The Board of Directors of the Company (and its committees formed by Board members) have adopted, at the date hereof and among other resolutions:

(i)to reelect Mr. Ismael Clemente as Deputy Chairman of the Board of Directors and Chief Executive Officer.

• (ii) to accept the request from Mr. Donald Johnston not to continue as coordinating director and to appoint Mr. Emilio Novela Berlín to replace him, thanking Mr. Johnston for the work carried out by him in that post.

• (iii) to reorganize the composition and posts of the board committees, thanking all the directors who ceased to belong or hold a post on them, for their dedication and effort, and in that context approving the following:

  • (a) In relation to the Audit and Control Committee:

    a.to reappoint Ms. Ana García Fau and Ms. Marisa Jordá Castro as members of the Audit and Control Committee; and

    b.

    to appoint Ms. Ana Forner Beltran as new member of the Audit and Control Committee;

    both of whom accepted their positions.

  • (b) In relation to the Remuneration Committee:

    a.to reappoint Mr. Fernando Ortiz Vaamonde, as member of the Remuneration Committee;

    • b.to appoint Mr. Ignacio Gil-Casares Satrústegui and Ms. Marisa Jordá Castro, as new members of the Remuneration Committee; and

    • c.the appointment of Ms. Marisa Jordá Castro as new chairperson of that committee;

    all of whom accepted their positions.

  • (c) In relation to the Appointments Committee:

    a.to reappoint Mr. Donald Johnston as member of the Appointments Committee;

    • b.to appoint Mr. Ignacio Gil-Casares Satrústegui and Mr. Juan María Aguirre as new members of the Appointments Committee; and

    • c.to appoint Ms. Pilar Cavero as new chairperson of the Appointments Committee;

    all of whom accepted their positions.

• (iv) As a result of the foregoing, the Audit and Control Committee, the Appointments Committee and the Remuneration Committee are composed by the following directors:

  Audit and Control Committee

• (a) Mr. Juan María Aguirre Gonzalo (Chairman),

• (b) Ms. Ana Forner Beltrán,

• (c) Ms. Ana García Fau,

• (d) Ms. Francisca Ortega Hernández-Agero, and

• (e) Ms. María Luisa Jordá Castro.

Appointments Committee:

• (a) Ms. Pilar Cavero Mestre (Chairperson),

• (b) Mr. Donald Johnston,

• (c) Mr. Ignacio Gil-Casares Satrústegui, and

• (d) Mr. Juan María Aguirre Gonzalo.

Remuneration Committee

• (a) Ms. Marisa Jordá Castro (Chairperson),

• (b) Mr. Fernando Ortiz Vaamonde,

• (c) Ms. Pilar Cavero Mestre, and

• (d) Mr. Ignacio Gil-Casares Satrústegui.

Madrid, June 18, 2020.

Merlin Properties, SOCIMI, S.A.