Merlin Properties SOCIMI S A : - Corporate Governance

TO THE NATIONAL SECURITIES MARKET COMMISSION

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

INSIDE INFORMATION

Further to the disclosure of Inside Information published on December 20, 2021, registration number 1230, the Board of Directors of MERLIN, at its meeting held today, January 26, 2022, following a period of reflection and debate, has unanimously adopted, following reports from the competent Board committees, as applicable, the following resolutions:

1. To ratify its support of and trust in the CEO, Mr. Ismael Clemente Orrego, as well as the maintenance of his office as CEO of the Company with his correspondent powers delegated to him.
2. To consider the composition, profiles and diversity of the current Board of Directors adequate and appropriate to the needs and challenges to be faced by MERLIN in the coming years. In the context of this resolution, it has been unanimously resolved to propose to the Annual Shareholders' Meeting to be held in 2022 the re-appointment of all non-executive directors (nominee or independent) and executive directors whose term of office expires in 2022, that is, Mr. Emilio Novela Berlín, Mr. Ismael Clemente Orrego, Ms. Maria Luisa Jordá Castro, Ms. Ana Mª García Fau, Mr. Fernando Javier Ortiz Vaamonde, Mr. Donald Johnston, Ms. Ana Forner Beltrán, Mr. Miguel Ollero Barrera and Mr. Ignacio Gil-Casares Satrústegui.
3. To adopt the following resolutions to reinforce the corporate governance of the Company:
4. 1. To create a Planning and Coordination Committee, the fundamental task of which is to contribute to the preparation of the Board of Director sessions, so as to enhance the information, documentation or proposed resolutions to be submitted to debate. This is a permanent internal body of the Board of Directors, with no executive, supervision or control functions, comprised of 5 directors (Mr Javier García-Carranza Benjumea, Mr. Ismael Clemente Orrego, Mr. Emilio Novela Berlín, Ms. Ana Forner Beltrán y Ms. Ana García Fau). The Committee is chaired by the independent director Ms, Ana García Fau.
      The Committee Regulations shall be available on the Company website, in the Corporate Governance Rules section.
   2. With the creation of this new committee, measures have been adopted in order to streamline the overall corporate structure and to promote the participation and dedication to, the different commissions and committees:
   3. 1. The Nominations Commission and the Compensation Commission are merged under the name of "Nominations and Compensation

Commission" (NCC), endowing the NCC with all powers attributed to the previous existing Nominations Commission under law and regulations. As a result, the Nominations Commission is eliminated. The new NCC comprises 6 members (Ms. Mª Luisa Jordá Castro, Ms. Pilar Cavero Mestre, Mr. Juan Mª Aguirre Gonzalo, Mr. Ignacio Gil- Casares Satrústegui, Mr. Donald G Johnston y Mr. Fernando Javier Ortiz Vaamonde) under the chair of Ms. Mª Luisa Jordá Castro

The NCC Regulations shall be available on the Company website, in the Corporate Governance Rules section

1. The Audit and Control Commission and Sustainability, Ethic and Innovation Commission maintain their structure and functions.

The Board of Directors remains determined in its commitment to continue with the study and analysis of further measures that may contribute to reinforcing the corporate governance system and enhancing the communication, consistent with its commitment to act as a benchmark in good governance. Such measures will be reported as they are approved and implemented.

In Madrid, January 26, 2022

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