Core Spain Holdco SOCIMI, S.A. and its subsidiaries

Auditor's report,

Consolidated Annual Accounts and Management report as at 31 December 2023

This version of our report is a free translation of the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.

Independent auditor's report on the consolidated annual

accounts

To the sole shareholder of Core Spain Holdco SOCIMI, S.A. (Unipersonal Company)

Opinion

We have audited the consolidated annual accounts of Core Spain Holdco SOCIMI, S.A. (the Parent company) and its subsidiaries (the Group), which comprise the balance sheet as at

31 December 2023, and the income statement, statement of changes in equity, cash flow statement and related notes, all consolidated, for the year then ended.

In our opinion, the accompanying consolidated annual accounts present fairly, in all material respects, the equity and financial position of the Group as at 31 December 2023, as well as its financial performance and cash flows, all consolidated, for the year then ended, in accordance with the applicable financial reporting framework (as identified in note 2 of the notes to the consolidated annual accounts), and in particular, with the accounting principles and criteria included therein.

Basis for opinion

We conducted our audit in accordance with legislation governing the audit practice in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated annual accounts section of our report.

We are independent of the Group in accordance with the ethical requirements, including those relating to independence, that are relevant to our audit of the consolidated annual accounts in Spain, in accordance with legislation governing the audit practice. In this regard, we have not rendered services other than those relating to the audit of the accounts, and situations or circumstances have not arisen that, in accordance with the provisions of the aforementioned legislation, have affected our necessary independence such that it has been compromised.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Most relevant aspects of the audit

The most relevant aspects of the audit are those that, in our professional judgment, were considered to be the most significant risks of material misstatement in our audit of the consolidated annual accounts of the current period. These risks were addressed in the context of our audit of the consolidated annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these risks.

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Core Spain Holdco SOCIMI, S.A. and its subsidiaries

Most relevant aspects of the audit

Measurement of Investment Property

Investment property amounts to €102,5 million and makes up 96,6% of the Group's assets at 31 December 2023. The Group measures investment property at cost less the relevant accumulated depreciation and if appropriate, impairment losses recognised, as outlined in Note 4.2 to the consolidated annual accounts.

When there are indications of impairment, the Group analyses investment property with a view to determining whether the recoverable amount is less than carrying amount. In 2023 the Group recognised €14,2 million in impairment in respect of investment property.

In order to consider the recoverable amount of investment property, the Company bases itself on the valuation carried out by an independent expert. The valuation was carried out in accordance with the methodology described in note 6 to the consolidated annual accounts.

Additionally, the Group recognises depreciation on investment property on a straight-line basis, based on the estimated useful life detailed in note 4.2 to the consolidated annual accounts.

We consider the measurement of investment property a key audit matter largely due to its significance with respect to the consolidated annual accounts as a whole and the fact that there is a risk associated with the measurement of investment property.

How our audit addressed the most relevantaspects of the audit

We verified that the useful life taken into account for investment property agrees with its nature and we carried out tests on the arithmetic calculation of the depreciation charge for the year.

With respect to potential impairment losses, we obtained the valuation of investment property carried out by the independent expert engaged by the parent company, on which we performed the following procedures, among others:

  • Verification of the expert valuer's competence, capacity and independence by obtaining confirmation and corroborating his professional standing in the market.
  • Verification that the valuation was performed according to accepted methodology.
  • Performing substantive tests to verify the accuracy of the most relevant data provided by the parent company to the valuer and used by it in the valuation.

Additionally, we assessed the sufficiency of the information disclosed in the consolidated annual accounts in this respect.

The results of the procedures performed have enabled the audit objectives for which such procedures were designed to be reasonably attained.

Other information: Consolidated management report

Other information comprises only the consolidated management report for the 2023 financial year, the formulation of which is the responsibility of the Parent company's directors and does not form an integral part of the consolidated annual accounts.

Our audit opinion on the consolidated annual accounts does not cover the consolidated management report. Our responsibility regarding the consolidated management report, in accordance with legislation governing the audit practice, is to evaluate and report on the consistency between the consolidated management report and the consolidated annual accounts as a result of our knowledge of the Group obtained during the audit of the aforementioned financial statements, as well as to evaluate and report on whether the content and presentation of the consolidated management report is in accordance with applicable regulations. If, based on the work we have performed, we conclude that material misstatements exist, we are required to report that fact.

On the basis of the work performed, as described in the previous paragraph, the information contained in the consolidated management report is consistent with that contained in the consolidated annual accounts for the 2023 financial year, and its content and presentation are in accordance with the

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applicable regulations.

Responsibility of the Parent company's directors for the consolidated annual accounts

The Parent company's directors are responsible for the preparation of the accompanying consolidated annual accounts, such that they fairly present the consolidated equity, financial position and financial performance of the Group, in accordance with the financial reporting framework applicable to the Group in Spain, and for such internal control as the aforementioned directors determine is necessary to enable the preparation of consolidated annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated annual accounts, the Parent company's directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the aforementioned directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the consolidated annual accounts

Our objectives are to obtain reasonable assurance about whether the consolidated annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with legislation governing the audit practice in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated annual accounts.

As part of an audit in accordance with legislation governing the audit practice in Spain, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent company's directors.
  • Conclude on the appropriateness of the Parent company's directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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Core Spain Holdco SOCIMI, S.A. and its subsidiaries

  • Evaluate the overall presentation, structure and content of the consolidated annual accounts, including the disclosures, and whether the consolidated annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated annual accounts. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Parent company's directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

From the significant risks communicated with the directors of the Parent company, we determine those risks that were of most significance in the audit of the consolidated annual accounts of the current period and are, therefore, considered to be the most significant risks.

We describe these risks in our auditor's report unless law or regulation precludes public disclosure about the matter.

PricewaterhouseCoopers Auditores, S.L. (S0242)

Original in spanish signed by Fernando Chamosa Valín (21402)

22 April 2024

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CORE Spain Holdco SOCIMI, S.A. (Sociedad Unipersonal)

and its subsidiaries

Consolidated Financial Statements corresponding to the year ended 31 December

2023

INDEX

  1. Consolidated balance sheet at 31 December 2023 and 2022
  2. Consolidated Income Statement corresponding to the years ended 31 December 2022 and 2023.
  3. Consolidated Statement of Changes in Equity corresponding to the years ended 31 December 2023 and 2022.
  4. Consolidated Cash Flow Statement corresponding to the years ended 31 December 2023 and 2022.
  5. Notes to the Consolidated Financial Statements corresponding to the year ended 31 December 2023 and 2022.

CORE SPAIN HOLDCO SOCIMI, S.A.U. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEET AT 31 December 2023 (In thousands of Euros)

ASSETS

Note

31/12/2023

31/12/2022

I. Investment property

6

102,510

116,770

1.

Land

74,118

74,118

2.

Buildings

28,392

42,652

II. Long-term financial investments

8

319

488

1.

Other financial assets

319

488

TOTAL NON-CURRENT ASSETS

102,829

117,258

I. Trade debtors and other

8

146

418

accounts receivable

1.

Customers by sales and

-

14

services

2.

Other receivables

146

404

II. Cash and equivalents

9

3,193

1,799

1.

Treasury

3,193

1,799

TOTAL CURRENT ASSETS

3,339

2,217

TOTAL ASSETS

106,168

119,475

Notes 1 to 18 to the attached notes to the consolidated financial statements form an integral part of these Consolidated Financial Statements.

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CORE SPAIN HOLDCO SOCIMI, S.A.U. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEET AT 31 December 2023 (In thousands of Euros)

NET EQUITY AND LIABILITIES

  1. Capital
    1. Authorised capital

II. Share premium III. Reserves

  1. Other reserves
  2. Reserves in consolidated
    companies by global integration

IV. Consolidated profit for the period

Total shareholders' equity

TOTAL NET EQUITY

I. Long-term debts

1. Other financial liabilities

II. Long-term debt with group companies and associates

TOTAL NON-CURRENT

LIABILITIES

  1. Short-termdebt with group companies and associates
  1. 1. Other debt

    II. Trade creditors and other accounts payable

  2. Miscellaneous creditors
  3. Other debt with Public Administrations
  4. Customer prepayments

TOTAL CURRENT LIABILITIES

TOTAL EQUITY AND LIABILITIES (A + B + C)

Note

31/12/2023

31/12/2022

11

5,060

5,060

5,060

5,060

11

85,043

85,043

11

(2,495)

(1)

(1)

(1)

(2,494)

(0)

3

(12,855)

(2,494)

74,753

87,608

74,753

87,608

10

673

587

673

587

10 and 14

30,014

30,014

30,687

30,601

10 and 14

160

211

160

211

568

1,055

10

369

975

12

26

41

10

173

39

728

1,266

106,168

119,475

Notes 1 to 18 to the attached notes to the consolidated financial statements form an integral part of these Consolidated Financial Statements.

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CORE SPAIN HOLDCO SOCIMI, S.A.U. AND ITS SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2023 (In thousands of Euros)

Note

31/12/2023

31/12/2022(*)

I. Net business turnover

13

4,161

2,891

Provision of services

4,161

2,891

II. Other operating income

13

-

94

Non-core and other current operating revenues

-

94

III. Other operating expenses

13

(1,692)

(1,641)

Third party services

(1,467)

(1,468)

Taxes

(225)

(173)

IV. Investment property depreciation

6 and 13

(457)

(333)

V. Impairment and profit/loss on disposal of

6 and 13

(14,248)

(3,042)

fixed assets.

VI. Other results

2

-

OPERATING INCOME

(12,234)

(2,031)

I. Finance expenses

13

(621)

(463)

Related-party debt

(621)

(463)

FINANCIAL PROFIT/LOSS

(621)

(463)

PROFIT BEFORE TAX

(12,855)

(2,494)

Tax on profit

12

-

-

PROFIT FROM CONTINUED OPERATIONS

(12,855)

(2,494)

CONSOLIDATED PROFIT/LOSS FOR THE

(12,855)

(2,494)

PERIOD

Profit attributed to Parent Company

(12,855)

(2,494)

Notes 1 to 18 to the attached notes to the consolidated financial statements form an integral part of these Consolidated Financial Statements.

(*) The preceding financial year corresponds to the period from 11 February 2022 to 31 December 2022. (Note 2)

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Core Spain Holdco Socimi SA published this content on 09 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 May 2024 10:54:26 UTC.