MORGAN STANLEY FIXED INCOME 2017 CONFERENCE

ı 2 ı

This presentation has been prepared by MERLÍN Properties, SOCIMI, S.A. (the Company) for informational use only.

The information contained in this presentation does not purport to be comprehensive or to contain all the information that a prospective purchaser of securities of the Company may desire or require in deciding whether or not to purchase such securities, and has not been verified by the Company or any other person. The information contained in this document is subject to change without notice. Neither the Company nor any of affiliates, advisors or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of any information contained or referred to in this document. Each of the Company and its employees, officers, directors, advisors, agents or affiliates expressly disclaims any and all liabilities whatsoever (in negligence or otherwise, whether direct or indirect, in contract, tort or otherwise) for any loss howsoever arising from any use of this presentation, the information contained or referred to therein, any errors therein or omissions therefrom or otherwise arising in connection with this presentation. Neither the Company, nor any of its affiliates, advisors or agents undertakes any obligation to provide the recipients with access to additional information or to update this document or to correct any inaccuracies in the information contained or referred to therein.

Certain statements in this document regarding the market and competitive position data may be based on the internal analyses of the Company, which involve certain assumptions and estimates. These internal analyses may have not been verified by any independent sources and there can be no assurance that the assumptions or estimates are accurate. Additionally, certain information in this presentation may be based on management accounts and estimates of the Company and may have not been audited or reviewed by the Company’s auditors, whereas the information on Metrovacesa S.A. and on certain competitors contained herein is based on publicly available information which has not been verified by the Company. Accordingly, recipients should not place undue reliance on this information.

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DISCLAIMER

Contents

Strategy

Positioning

Value creation

Capital Structure

ı 4 ı

MERLIN today | Overview

(1) Fully consolidated excluding assets where MERLIN holds a minority stake(2) GAV: appraised value as of June 2017. GAV of land under development included in its respective category (offices and logistics)(3) Annualized gross rents calculated as passing gross rent as of June 30, multiplied by 12. GRI includes fully consolidated assets(4) Includes 3 hotels, non-core yielding assets and non-core land

LARGEST AND MOST DIVERSIFIED SPANISH REIT

Fast facts

ASSETS(1)

1,159

OCCUPANCY RATE(4)

93.1%

GAV(2)

€ 10.5bn

GRI(3)

€ 467.3m

GROSS YIELD4.9%

GLA OWNED(1)

3,210 k sqm

WAULT(4)

6.7 years

Portfolio breakdown

48.4%

21.1%

16.2%

6.9% 7.4%

46.6%

22.3%

19.6%

8.8% 2.7%

by GAV(2)

by GRI(3)

48.4%

21.1%

16.2%

6.9% 7.4%

46.6%

22.3%

19.6%

8.8% 2.7%

by GAV(2)

by GRI(3)

High Street retail Logistics

Offices Shopping Centers Other(4)

Capital structure

MARKET CAP> €5.0 bn

EPRA NAV PER SHARE€ 5.6 bn / € 11.89

LTV45.6%

AV. MATURITY6.2 years

STANDARD & POOR’SBBB

AV. INTEREST RATE2.2%

MOODY’SBaa2

STRATEGY

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Strategy | Strategy pillars

Core & Core Plus Spain & Portugal

Investment grade capital structure

Dividend policy: 80% of AFFO

One of the world’s

most cost efficient

REIT’s

Best governance

practices

Breadth of prime space Madrid, Barcelona and Lisbon

Urban or Dominant National scale

Office

40%Shopping Centers

20%

A CLEARLY DEFINED STRATEGY INSPIRED BY THE BEST U.S. REIT PRACTICES

National footprint “One-stop shop” solution for 3PL

Logistics

20%High triple net cash flow

Inflation multiplier

High Street Retail

20%

POSITIONING

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Positioning | Fast facts

#1 REIT IN OFFICE, HIGH STREET RETAIL AND LOGISTICS + #2 REIT IN SHOPPING CENTERS

(1) Excluding non-core land(2) Data for Minority Stakes is reported for 100% of the subsidiary(3) Total expected gross rents. GAV includes acquisition cost plus estimated Capex(4) Deducting ground lease expenses

MINORITY STAKES(2)

#1 Office

• Flexibility to offer multitenant or headquarter buildings

• Capacity to adapt to the needs of the tenant

138 ASSETS

1,255 K SQM

€ 4.8 BN GAV

€ 218 M GRI

FULLY CONSOLIDATED(1)

#1 High Street

retail

• Excellent conditions of BBVA lease agreement: triple net lease with 1.5x HICP annual uplift

• Optimization of retail space in office buildings

929 ASSETS

460 K SQM

€ 2.2 BN GAV

€ 104 M GRII

• “One-stop-shop” solution for logistics operators wishing to operate across Spain

• Big footprint to match the rapid development of 3PL activity

ZAL PORT 32%43 ASSETS

431 K SQM

€ 26 M GRI(4)

38 ASSETS

921 K SQM

€ 0.6 BN GAV

€ 41 M GRI

Existing

Existing

WIP

WIP

13 ASSETS

580 K SQM

€ 0.3 BN GAV(3)

€ 24 M GRI(3)

3 ASSETS

96 K SQM

€ 0.4 BN GAV(3)

€ 24 M GRI(3)

#1 Logistics

#2 Shopping

Centers

• Mainly urban footprint in high GDP/capita areas in Spain

• Reference landlord for top retailers

• Critical mass with retail brands

TRES AGUAS 50%1 ASSET

67 K SQM

€ 10 M GRI

17 ASSETS

455 K SQM

€ 1.7 BN GAV

€ 92 M GRI

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Reversion in MVC assets

By geography By location By product

Top 10 tenants

35% GRI

Breadth of prime space in Madrid, Barcelona

and LisbonCapex program

Selective development

Reversion in MVC assets

Breakdown

Value drivers

PRIME SPACES IN BOTH CBD AND NBA OFFERING A WIDE VARIETY OF SOLUTIONS TO CLIENTS

Positioning | Offices overview

(1) Annualized gross rental income calculated as passing gross rents as of June 30, multiplied by 12(2) GAV includes acquisition cost plus estimated Capex. Total expected gross rents

Fast facts

# ASSETS 138 3GLA (sqm) 1,255 k 96 kGAV (€ M)

218(1)

GROSS YIELD 4.8%

Existing WIP

OCCUPANCY 89%

4,772 392(2)

24(2)GRI (€ M)

990K MAD (76%)249K BCN (19%)48 K LISBON (4%)

• Barcelona 13%

• Lisbon 4%

• Other Spain 1%

• Madrid 82%

• Prime + CBD 37%

• Periphery 12%

• NBA 51% • Multi tenant 63%

• Single tenant 37%

Otros

Lisbon

Barcelona

�Madrid

• Barcelona 13%

• Lisbon 4%

• Other Spain 1%

• Madrid 82%

• Prime + CBD 37%

• Periphery 12%

• NBA 51% • Multi tenant 63%

• Single tenant 37%

Otros

Lisbon

Barcelona

�Madrid

• Barcelona 13%

• Lisbon 4%

• Other Spain 1%

• Madrid 82%

• Prime + CBD 37%

• Periphery 12%

• NBA 51% • Multi tenant 63%

• Single tenant 37%

Otros

Lisbon

Barcelona

�MadridBy GAV By GAV By GAV

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(1) 100% of Tres Aguas of which MERLIN owns 50%(2) Annualized gross rental icome calculated as passing gross rent as of June 30, multiplied by 12

By geography By type By size(2)

Capex Program

Dominant and urban

Integration with e-commerce

Value drivers

Reversion in MVC assetsFast facts Breakdown

URBAN AND DOMINANT ASSETS OFFERING NATIONAL SCALE IN HIGH GDP/CAPITA AREAS

# ASSETS 17 1GLA (sqm) 455 k 67 k

GAV (€ M) 1,694GROSS YIELD 5.4%

Fully Consol.

Tres Aguas(1)

OCCUPANCY 89%ANNUAL FOOTFALL 100 m pax

GRI (€ M) 92 10

Positioning | Shopping Centers overview

• Medium 31%

• Extra-large 18%

• Small 8%

• Large 43%• Catalonia 19%

• Galicia 18%

• Madrid 17%

• Valencia 13%

• Andalusia 8%

• Murcia 5%

• Lisbon 1%

• Other Spain 19%

Other Spain

Lisbon

Murcia

Andalusia

Valencia

Madrid

Galicia

Catalonia• Urban 61%

• Secondary 21%

• Dominant 18%

• Medium 31%

• Extra-large 18%

• Small 8%

• Large 43%• Catalonia 19%

• Galicia 18%

• Madrid 17%

• Valencia 13%

• Andalusia 8%

• Murcia 5%

• Lisbon 1%

• Other Spain 19%

Other Spain

Lisbon

Murcia

Andalusia

Valencia

Madrid

Galicia

Catalonia• Urban 61%

• Secondary 21%

• Dominant 18%

• Medium 31%

• Extra-large 18%

• Small 8%

• Large 43%• Catalonia 19%

• Galicia 18%

• Madrid 17%

• Valencia 13%

• Andalusia 8%

• Murcia 5%

• Lisbon 1%

• Other Spain 19%

Other Spain

Lisbon

Murcia

Andalusia

Valencia

Madrid

Galicia

Catalonia• Urban 61%

• Secondary 21%

• Dominant 18%

By GAV By GAV By GAV

Top 10 tenants

28% GRI

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By geography By reach By tenant type

Top 10 tenants

54% GRI

National footprint to offer “one stop shop”

solutionsTurn-key and development program

Location and access in main logistics hubsValue drivers

Reversion in MVC assetsFast facts Breakdown

(1) Figures reported for 100% of ZAL Port(2) Annualized gross rental icome calculated as passing gross rent as of June 30, multiplied by 12(3) Total expected gross rents. GAV includes acquisition cost plus estimated Capex

NATIONAL FOOTPRINT IN MAIN LOGISTICS HUBS

Existing WIP

# ASSETS 38 13 43

GLA (Sqm) 921 k 580 k 431 k

GAV (€ m) 590 298(3)

GRI (€ m) 41(2) 24(3) 26

GROSS YIELD 7.0%

ZAL Port(1)

OCCUPANCY 99% 96%

Positioning | Logistics overview

• 3PL mono-client 19%

• End user 30%

• 3PL multi-client 51%

• Basque Country 5%• Sevilla 8%• Catalonia 24%• Madrid 57%

• Other Spain 6%• Production related 4%• Ports 24%• Regional 28%• National 44%

Other Spain

Basque country

Seville

Barcelona

�Madrid

• 3PL mono-client 19%

• End user 30%

• 3PL multi-client 51%

• Basque Country 5%• Sevilla 8%• Catalonia 24%• Madrid 57%

• Other Spain 6%• Production related 4%• Ports 24%• Regional 28%• National 44%

Other Spain

Basque country

Seville

Barcelona

�Madrid

• 3PL mono-client 19%

• End user 30%

• 3PL multi-client 51%

• Basque Country 5%• Sevilla 8%• Catalonia 24%• Madrid 57%

• Other Spain 6%• Production related 4%• Ports 24%• Regional 28%• National 44%

Other Spain

Basque country

Seville

Barcelona

�MadridBy GAV By GAV By GAV

ı 12 ı

FY 16 Financial ResultsPositioning | GAV summary

Gross yield

€/sqm AG

LfL growth

O

ffices

3,803

4,772

4.6%

4.7%

Sh

op

pin

g c

en

ters

3,721

1,694

5.1%

5.4%

Lo

gis

tics

7.0%

641

590

6.0%

Hig

h S

treet

Reta

il

4.7%

4,798

2,208

0.2%

Oth

er 294

2,487

-

-

Lan

d f

or

develo

pm

en

t (i

ncl W

IP)(1

)

422

625

-

-

TO

TA

L

10,113

2,371

4.9%

3.7%

Eq

uit

y m

eth

od

346

3.6%

TO

TA

L

10,459

3.7%

No

n-c

ore

lan

d

132

348

-1.5%

-

GAV(€ million)

Source: Company(1) Including Non income producing assets such us Logistic WIP and office WIP (Torre Charmatin and Torre Glories)

ı 13 ı

Positioning | Occupancy and WAULT

3.1

89.3%

Office

19.6

100%

High street retail

2.3

89.3%

Shopping centers

3.8

98.6%

Logistics

93.1% AVERAGE

OCCUPANCY

6.7 AVERAGE

WAULT

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Positioning | Trading update 6M2017

GOOD PERFORMANCE AND PROSPECTS ACROSS THE BOARD

Rent LfL

YoY(1)

sqm contracted

Release spread(2) #contracts

Occ. 30/06/17

Occupancy vs 31/12/16 (bps)

Office +2.7% 236,084 +3.4% 99 89.3% +132

Shopping Centres +3.0% 71,587 +5.5% 84 89.3% +68

High street retail +0.9% - n.m. - 100% -

Logistics +6.9% 183,121 +16.3% 6 98.6% +329

Other +11.2% - n.m. - 76.1% (36)

TOTAL +2.6% 490,797 189 93.1% +177

(1) EPRA standard porfolio in operation for the 6M16 and for the 6M17(2) Change in rent in renewals and relets that have taken place in 6M16 (all portfolio)

VALUECREATION

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Value creation | Delivered

BALMES 236

6,187 sqmGLA

100% Occupancy

THE PLAN

• Transformation of a

multi-tenant C asset in

an excellent location into

a B+ mono-tenant HQ

ACTIONS

• Commercialization by

internal leasing team

• Technical supervision

by internal technical team

• Pre-let to Eugin, Spanish

leader in fertility

investigation

€ 8m Capexmostly borne by tenant (€1.8 by MRL)

Occupancy59%

100%

(€/sqm/m)

12.4+29%

16.0

39%ROI

ı 17 ı

Value creation | Delivered

MARINEDA SPORTS AREA

3,402 sqm GLA

€ 2.5m Total Cost

€ 0.45mRents

18%ROI

THE PLAN

• Transformation of an

unborn luxury brands area,

with high vacancy, into a

sports related area

ACTIONS

• Redesign to improve

visibility, vertical

connections and interior

design

• Change of flooring, lighting,

furniture and digitalization

• Re-tenanting plan

• In-house project

management

91% Occupancy

1st store in a shopping center in Spain

Succesful retenanting

Largest gym operation in NW Spain

2nd store in a shopping center in Spain

1st store in Galicia

ı 18 ı

Value creation | Delivered

MERLIN-CABANILLAS PARK I

202,607 sqm GLA

Largest Park built since 2007

100% Occupancy

8.2% Yield on cost

30% valuation uplift

THE PLAN

• Development of a large logistics park in the main hub in Spain, with the highest specifications to meet the needs of 3PLs and e-commerce companies

ACTIONS

• Forward purchase agreement with two developers

• Price set in an inflationary

market

• No construction risk

• Leasing risk reduced through

rental guarantees

• Project monitored “in-house”

• MRL leasing team led commercialization

100% Occupancy

€ 7.8m Annual rents

Top tier tenants

ı 19 ı

#units 1,519 4,706 7,992 9,084

GRI 12 35 56 70

GAV 288 980 1,738 2,179

NAV 177 618 1,377 1,816

MRL stake 100% 34.2% 16.2% 12.7%MRL attributed NAV 177 212 223 231

Value creation |

EXCELLENT VALUE CREATION (+31% UPLIFT)

December 2015 December 2016

Testa + Metrovacesa portfolio

Testa portfolio

April 2017

Testa + Metrovacesa + banks portfolio

September 2017

Testa + Metrovacesa + banks + Acciona portfolio

SIMULTANEOUSLY IMPROVING TESTA RESIDENCIAL PROFILE: THE LEADER IN THE MARKET

ı 20 ı

Delivery Year

Pending Capex

Expected Rent

Development

Torre Glòries 2018

€ 97m € 24mTorre Chamartin 2018

Adequa 2021

RefurbishmentOffices 2017-2020

€ 174m € 12mShopping centers 2017-2020

Logistics WIP

Meco II 2017

€ 230m € 24m

Pinto I 2017

Pinto II 2017

Gavilanes 2018

Sevilla ZAL 2018

Azuqueca II 2018

Azuqueca III 2018

San Fernando 2018

Cabanillas Park II 2021

Value creation | Future growth drivers

ı 21 ı

Cash flow | Potential rental growth

+22%(€m)

30/06/17Annual

Gross rents

467.3

WIP & Development(2)

48.3

Refurbishment

12.0

Potential Annual

Gross rents

568.7

Reversionary(1) potential

41.1

(1) Not considering any rental market growth nor inflation(2) Includes Torre Glòries, Torre Chamartín, Adequa and Logistic WIP

CAPITAL STRUCTURE

ı 23 ı

Capital structure | Policy

INVESTMENT GRADE BBB RATING BY S&P AND Baa2 RATING BY MOODY’S

Maturity schedule

• 5-10 years

• Staggered

Leverage• LTV below 50%

• Target to reach LTV<45% by end-2018

Unsecured• Unsecured debt above

50% of total debt

• Unencumbered assets/unencumbered debt above 125%

Fixed vs floating

• Below 40% floating

ı 24 ı

Capital structure | Debt breakdown

78% UNSECURED DEBT AFTER € 300m BOND ISSUE

(1) Debt repayments to be made in the short-term

5,216.4

(216.1) (5.9)

300 5,294.4

875.6

1,168.7

3,250

(525.4)

4,768.9

Gross Debt June 2017

Debt cancellation proforma(1)

Gross Debt Proforma Sep 2017

Bond issuance 3Q 2017

Cash Proforma Sep 2017

Net Debt Proforma Sep 2017

Amortization scheduled 3Q 2017

Unsecured bonds Unsecured loans Secured bank loans Gross Debt Proforma Sep 2017

Gross debt € 3,250.0m € 875.6m € 1,168.7m € 5,294.4m

% Gross debt 61.4% 16.5% 22.1% 100.0%

Average interest rate (spot) 2.10% 1.99% 2.75% 2.22%

% Hedged 100% 97% 100% 100%

WAULT 7.2 3.6 6.6 6.5

ı 25 ı

Capital structure | Maturity profile

AVERAGE MATURITY INCREASES TO 6.5 YEARS AND COSTS REDUCES TO 2.2%

Unsecured loans

Secured bank loans

Unsecured bonds

2020

85

283

2022

719

700

19

2023

869

850

19

2024

839

839

2025

758

600

158

2026

802

800

2

+2027

308

300

8

4Q 2017

242

2018

1459

2019

41

2714

2021

856

840

16

ı 26 ı

Capital structure | Key metrics

Unsecured senior notes covenants MRL EMTN Program 6M 2017

LTV <60% 45.65%

ICR >2.5x 3.22x

Unenc. Assets to Unsec. Debt >125% 195.28%

Other key metrics

Unencumbered assets (by GRI) 72.9%

Unencumbered assets (by GAV) 75.9%

Undrawn facilities 420.0

Recurring EBITDA (6M) € 198.6m

Accrued interest expenses (PF 4Q 2017 - 1Q 2018) € 59.5m

Scheduled principal repayments (PF 4Q 2017 - 1Q 2018) € 7.2m

AMPLE COVENANT HEADROOM

Paseo de la Castellana, 257

28046 Madrid

+34 91 769 19 00

info@merlinprop.com

www.merlinproperties.com