Merlin Properties SOCIMI S A : Consent Solicitation

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER. IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED ALL OR PART OF YOUR HOLDING OF THE BONDS DESCRIBED HEREIN YOU SHOULD CONTACT CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK ACTING AS THE SOLE CONSENT SOLICITATION AGENT OR KROLL ISSUER SERVICES LIMITED ACTING AS THE TABULATION AND INFORMATION AGENT, THE CONTACT DETAILS FOR WHOM ARE SET OUT IN THE NOTICE.

NOTHING IN THIS ANNOUNCEMENT CONSTITUTES OR CONTEMPLATES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.

Madrid, 25 April 2022

Merlin Properties, SOCIMI, S.A.

incorporated as a sociedad anónima (limited liability company) in Spain Registered office: Paseo de la Castellana, 257 - 28046 Madrid, Spain

Legal Entity Identifier ("LEI"): 959800L8KD863DP30X04

(the "Issuer")

NOTICE OF MEETING to all holders of the following series of bonds (each a "Series" and, together, the "Bonds"):

Bonds	ISIN	Issue Date	Maturity Date	Coupon	First Call Date	Aggregate Initial Principal Amount	Aggregate Principal Amount Outstanding
2023 Bonds	XS1398336351	25/04/2016	25/04/2023	2,225%	25/01/2023	€850,000,000	€742,786,000
2025 Bonds	XS1619643015	26/05/2017	26/05/2025	1,75%	26/02/2025	€600,000,000	€600,000,000
2026 Bonds	XS1512827095	02/11/2016	02/11/2026	1,875%	02/08/2026	€800,000,000	€800,000,000
2027 Bonds	XS2201946634	13/07/2020	13/07/2027	2,375%	13/04/2027	€500,000,000	€500,000,000
2029 Bonds	XS1684831982	18/09/2017	18/09/2029	2,375%	18/06/2029	€300,000,000	€300,000,000
2030 Bonds	XS2347367018	01/06/2021	01/06/2030	1,375%	01/03/2030	€500,000,000	€500,000,000
2034 Bonds	XS2089229806	04/12/2019	04/12/2034	1,875%	04/09/2034	€600,000,000	€600,000,000

It is hereby announced that the Issuer wishes to convert each Series into "green bonds". To that end, the Issuer will commit to retrospectively allocate an amount equivalent to the outstanding principal amount of each Series to eligible green assets in accordance with the Green Financing Framework of the Issuer (the "Green Financing Framework").

To that end, the Issuer has today launched consent solicitation exercises (the "Consent Solicitations") for each Series to ask the relevant holders of the Bonds (the "Bondholders") for consent in accordance with the terms and conditions of the Bonds and the relevant bondholder meeting provisions of each Series.

Each Consent Solicitation will commence on 25 April 2022 and will expire at 12:30 (CET) on 16 May 2022 or, if the Issuer confirms the calling of an adjourned general meeting, at 12:30 (CET) on 30 May 2022, unless the period for such Consent Solicitation is extended or earlier terminated by the Issuer in its sole discretion.

The relevant notice calling the bondholder meetings (the "Notice") as well as the Green Financing Framework, the Independent Auditors Report relating to the allocation of the outstanding principal amount to eligible green assets as well as additional information relating to the Consent Solicitations are available athttps://www.merlinproperties.com/en/investors/debt/consent-solicitations-green-bond-proposal/.

A description of the action to be taken by Bondholders that wish to participate in the Consent Solicitations is set out in the Notice.

If Bondholders have any questions or requests for assistance in connection with participating in the Consent Solicitations, they should contact Crédit Agricole Corporate and Investment Bank acting as the Sole Consent Solicitation Agent or Lucid Issuer Services Limited acting as the Tabulation and Information Agent, the contact details for whom are set out below.

SOLE CONSENT SOLICITATION AGENT

Crédit Agricole Corporate and Investment Bank

12, Place des Etats-Unis

CS 70052

92547 Montrouge Cedex France

Telephone: [phone] Attention: Liability Management

Email:[e-mail]

TABULATION AND INFORMATION AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street London SE1 9SG United Kingdom

Telephone: [phone] Attention: David Shilson Email:[e-mail]