Merlin Properties

SOCIMI, S.A. and

Subsidiaries

Consolidated Financial Statements for the year

ended 31 December 2025 prepared in

accordance with International Financial

Reporting Standards (IFRSs) as adopted by

the European Union and Consolidated

Directors' Report

1

MERLIN PROPERTIES SOCIMI, S.A.

AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2025

(Thousands of euros)

ASSETS	Notes	31/12/2025	31/12/2024	EQUITY AND LIABILITIES	Notes	31/12/2025	31/12/2024
NON-CURRENT ASSETS				EQUITY	Note 13
Other intangible assets		4,494	1,025	Share capital		563,725	563,725
Property, plant and equipment		24,197	22,132	Share premium		4,146,605	4,259,670
Investment property	Note 7	11,983,699	10,865,480	Reserves		2,708,167	2,529,381
Investments accounted for using the equity method	Note 9	530,570	586,513	Other shareholder contributions		540	540
Non-current financial assets	Note 10	283,813	229,934	Valuation adjustments		(8,138)	(20,411)
Derivatives		229	1,622	Tresury shares		(10,033)	(14,450)
Other financial assets		283,584	228,312	Interim dividend		(112,563)	(101,234)
Deferred tax assets	Note 17	53,404	53,321	Profit/(Loss) for the year attributable to the Parent		786,129	283,759
Total non-current assets		12,880,177	11,758,405	Equity attributable to the Parent		8,074,432	7,500,980
				Total equity		8,074,432	7,500,980
				NON-CURRENT LIABILITIES
				Debt instruments and other marketable securities	Note 14	2,532,309	2,781,045
				Long-term bank borrowings	Note 14	1,573,449	1,523,202
				Other financial liabilities	Note 15	271,807	194,763
				Deferred tax liabilities	Note  17	627,862	607,562
				Provisions	Note 15	12,987	11,390
				Total non-current liabilities		5,018,414	5,117,962
				CURRENT LIABILITIES
CURRENT ASSETS				Debt instruments and other marketable securities	Note 14	820,658	621,361
Inventories	Note 5.2	55,630	54,005	Bank borrowings	Note 14	45,945	4,124
Trade and other receivables	Notes 10 y 11	84,617	60,102	Other current financial liabilities	Note 15	14,272	7,639
Other current financial assets	Note 10	5,954	11,659	Trade and other payables	Note 16	277,046	189,426
Other current assets		27,395	22,348	Current income tax liabilities	Note 17	7,103	6,859
Cash and cash equivalents	Note 12	1,214,945	1,552,676	Other current liabilities	Note 15	10,848	10,844
Total current assets		1,388,541	1,700,790	Total current liabilities		1,175,872	840,253
TOTAL ASSETS		14,268,718	13,459,195	TOTAL EQUITY AND LIABILITIES		14,268,718	13,459,195

The accompanying explanatory Notes 1 to 24 and Appendix I and II are an integral part of the consolidated statement of financial position as at 31 December

2025.

2

MERLIN PROPERTIES SOCIMI, S.A.

AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT FOR 2025

(Thousands of euros)

	Notes	Year 2025	Year 2024
				CONTINUING OPERATIONS:
Revenue	Notes 6 y 18	538,963	494,572
Other operating income		10,384	8,428
Staff costs	Note 18.c	(55,243)	(36,199)
Other operating expenses	Note 18.b	(94,807)	(96,588)
Profit/(loss) on disposals of non-current assets	Note 7	9,313	5,351
Depreciation and amortisation charge		(5,037)	(4,350)
Allocation of grants relating to non-financial assets and others		98	52
Provisions	Note 15	77	5,337
Change in fair value of investment properties	Note 7	493,846	(1,067)
PROFIT/(LOSS) FROM OPERATIONS		897,594	375,536
Changes in the fair value of financial instruments-	Note 10 y 14	(7,264)	(1,076)
Finance income	Note 18.d	35,369	42,160
Profit/(loss) on disposal of financial instruments		480	20
Finance expenses	Note 18.d	(140,917)	(134,758)
Share of results of companies accounted for using the equity method	Note 9	28,036	14,073
Exchange differences		(47)	(1)
PROFIT/(LOSS) BEFORE TAX		813,251	295,954
Income tax	Note 17	(27,122)	(12,195)
PROFIT/(LOSS) FOR THE YEAR		786,129	283,759
Attributable to shareholders of the Parent		786,129	283,759
EARNINGS PER SHARE FROM CONTINUING OPERATIONS (in €):	Note 13.6
Basic		1.40	0.56
Diluted		1.40	0.56

The accompanying Notes 1 to 24 to the consolidated financial statements and Appendices I and II are

an integral part of the consolidated income statement for 2025.

3

MERLIN PROPERTIES SOCIMI, S.A.

AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 2025

(Thousands of euros)

	Notes	Year 2025	Year 2024
PROFIT/(LOSS) PER INCOME STATEMENT (I)					786,129	283,759
OTHER COMPREHENSIVE INCOME:
Income and expense recognised directly in equity-
Arising from cash flow hedges (*) from continuing operations	Note 13.7	8,233	1,017
OTHER COMPREHENSIVE INCOME RECOGNISED DIRECTLY IN EQUITY (II)		8,233	1,017
Transfers to the income statement from continuing operations	Note 13.7	4,475	(12,369)
Tax effect		(435)	416
TOTAL TRANSFERS TO THE INCOME STATEMENT (III)		4,040	(11,953)
TOTAL COMPREHENSIVE INCOME (I+II+III)		798,402	272,823
Attributable to shareholders of the Parent from continuing operations		798,402	272,823
Attributable to shareholders of the Parent		798,402	272,823

(*) Amounts that will be taken to the income statement in subsequent years

The accompanying Notes 1 to 24 and Appendices I and II are an integral part of the consolidated

statement of comprehensive income for 2025.

4

MERLIN PROPERTIES SOCIMI, S.A.

AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR

ENDED 31 December 2025

(Thousands of euros)

	Share Capital	Share premium	Reserves	Shareholder Contribution	Profit/ (loss) for the year	Interim Dividend	Valuation adjustments	Treasury shares	Equity attributed to the Parent Company	Non- controlling interests	Total Equity
Balance as of 31 December 2023												469,771	3,541,379	2,729,403	540	(83,497)	(93,673)	(9,475)	(15,410)	6,539,038	-	6,539,038
Consolidated income for 2024												-	-	-	-	283,759	-	-	-	283,759	-	283,759
Other comprehensive income for 2024												-	-	-	-	-	-	(10,936)	-	(10,936)	-	(10,936)
Distribution of 2023 profit	-	-	(177,170)	-	83,497	93,673	-	-	-	-	-
Transactions with shareholders or owners
Distribution of dividends	-	(108,505)	(3,937)	-	-	(101,234)	-	-	(213,676)	-	(213,676)
Capital increase	93,954	826,796	(21,606)	-	-	-	-	-	899,144	-	899,144
Acquisition/(sale) of treasury shares	-	-	(18)	-	-	-	-	(59)	(77)	-	(77)
Recognition of share-based payments	-	-	2,804	-	-	-	-	-	2,804	-	2,804
Delivery of share distribution scheme	-	-	(95)	-	-	-	-	1,019	924	-	924
Balance as of 31 December 2024	563,725	4,259,670	2,529,381	540	283,759	(101,234)	(20,411)	(14,450)	7,500,980	-	7,500,980
Consolidated income for 2025	-	-	-	-	786,129	-	-	-	786,129	-	786,129
Other comprehensive income for 2025	-	-	-	-	-	-	12,273	-	12,273	-	12,273
Distribution of 2024 profit	-	-	182,525	-	(283,759)	101,234	-	-	-	-	-
Transactions with shareholders or owners
Distribution of dividends	-	(113,065)	(10,753)	-	-	(112,563)	-	-	(236,381)	-	(236,381)
Acquisition/(sale) of treasury shares	-	-	17	-	-	-	-	(4)	13	-	13
Recognition of share-based payments	-	-	12,472	-	-	-	-	-	12,472	-	12,472
Share-based payments	-	-	(5,390)	-	-	-	-	3,198	(2,192)	-	(2,192)
Delivery of share distribution scheme	-	-	(126)	-	-	-	-	1,223	1,097	-	1,097
Other changes	-	-	41	-	-	-	-	-	41	-	41
Balance as of 31 December 2025	563,725	4,146,605	2,708,167	540	786,129	(112,563)	(8,138)	(10,033)	8,074,432	-	8,074,432

The accompanying Notes 1 to 24 and Appendices I and II are an integral part of the consolidated statement of changes in equity for 2025.

5

MERLIN PROPERTIES SOCIMI, S.A.

AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR

ENDED 31 December 2025

(Thousands of euros)

	Notes	Year 2025	Year 2024
CONTINUED OPERATIONS
CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES:		415,600	316,784
Profit for the year before tax		813,251	295,954
Adjustments for-		(414,031)	74,279
Depreciation and amortisation charge		5,037	4,350
Change in fair value of investment property	Note 7	(493,846)	1,067
Changes in operating provisions		(77)	(5,337)
Profit/(Loss) on derecognition and disposal of non-current assets	Note 7	(9,313)	(5,351)
Finance income		(35,369)	(42,160)
Finance expenses		140,917	134,758
Changes in fair value of financial instruments		7,264	1,076
Share of results of investments accounted for using the equity method	Note 9	(28,036)	(14,073)
Other adjustments to profit		(608)	(51)
Changes in working capital-		113,519	31,825
Inventories		(1,625)	(3,029)
Accounts receivable		(24,516)	2,496
Other current assets		8,625	(2,170)
Accounts payable		87,623	28,223
Other assets and liabilities		43,412	6,305
Other cash flows from operating activities-		(97,139)	(85,274)
Interest paid		(127,615)	(119,407)
Interest received		33,453	32,929
Income tax recovered (paid)		(2,977)	1,204
CASH FLOWS FROM/(USED IN) INVESTMENT ACTIVITIES:		(576,309)	(294,378)
Payments due to investments-		(704,057)	(365,661)
Investment property	Note 7	(673,567)	(292,716)
Property, plant and equipment		(6,259)	(18,768)
Contributions to associates and other non-current investments		(19,918)	(53,465)
Intangible assets		(4,313)	(712)
Proceeds from disposals-		127,748	71,283
Investment property	Note 7	127,748	71,283
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES:		(177,022)	1,069,047
Proceeds and payments relating to equity instruments-		(224,566)	691,791
Issue of equity instruments	Note 13	-	899,487
Treasury share purchases / disposals	Note 13	14	58
Premium Refunds	Note 4	(113,065)	(108,505)
Dividends Paid	Note 4	(123,316)	(105,171)
Dividends Paid / Premium Refunds from subsidiaries	Note 9	11,801	5,922
Proceeds and payments relating to financial liabilities-	Note 14	47,544	377,256
Debt issuance with credit institutions		130,773	297,987
Cancellation of interest rate derivatives		352	-
Issuance of debentures and bonds		545,364	92,914
Repayment of bank borrowings		(28,945)	(13,645)
Return of debentures and bonds		(600,000)	-
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		(337,731)	1,091,453
Cash and cash equivalents at beginning of period		1,552,676	461,223
Cash and cash equivalents at end of period		1,214,945	1,552,676

The accompanying Notes 1 to 24 24 to the consolidated financial statements and Appendices I and II

are an integral part of the consolidated statement of cash flows for 2025.

6

Merlin Properties SOCIMI, S.A. and Subsidiaries

Notes to the consolidated financial statements

for the year ended

31 December 2025

1.    Nature and activity of the Group

Merlin Properties SOCIMI, S.A. (“the Parent” or “MERLIN”) was incorporated in Spain on 25 March

2014 under the Spanish Corporate Enterprises Act (Ley de Sociedades de Capital). On 22 May 2014,

the Parent requested to be included in the tax regime for real estate investment trusts (REITs),

effective from 25 March 2014 (date of incorporation of the Parent).

On 27 February 2017, the Parent changed its registered office from Paseo de la Castellana 42 to

Paseo de la Castellana 257, Madrid, Spain.

The Parent's corporate purpose, as in its articles of association, is as follows:

– The acquisition and development of urban real estate for subsequent leasing, including the

refurbishment of buildings as per Spanish Law 37/1992, of 28 December, on Value Added Tax

(Ley 37/1992, de 28 de diciembre, del Impuesto sobre el Valor Añadido);

– The holding of equity interests in real estate investment trusts (“REITs”) or in other non-

resident entities in Spain with the same corporate purpose and that operate under a similar

regime as that established for REITs with respect to the mandatory profit distribution policy

stipulated by law or by the Articles of Association;

– The holding of equity interests in other resident or non-resident entities in Spain whose main

corporate purpose is to acquire urban real estate for subsequent leasing, and that operate

under the same regime as that established for REITs with respect to the mandatory profit

distribution policy enforced by law or by the Articles of Association, and that fulfil the

investment requirements stipulated for these companies; and

– The holding of shares or equity interests in collective real estate investment undertakings

regulated by Spanish Law 35/2003, of 4 November, on collective investment undertakings

(Ley 35/2003, de 4 de noviembre, de Instituciones de Inversión Colectiva), or any law that

may replace it in the future.

In addition to the economic activity relating to the main corporate purpose, the Parent may also carry

on any other ancillary activities, i.e., those that generate income representing less than 20%, taken as

a whole, of its income in each tax period, or those that may be considered ancillary activities in

accordance with the law applicable at any given time.

The activities included in the Parent’s corporate purpose may be indirectly carried on, either wholly or

in part, through the ownership of shares or equity interests in companies with a similar or identical

corporate purpose.

The direct and, where applicable, indirect performance of any activities that are reserved under special

law are excluded. If the law requires a professional qualification, prior administrative authorisation,

registration with a public registry, or any other requirement for the purpose of exercising any of the

activities within the corporate purpose, such activity may not commence until all the applicable

professional or administrative requirements have been met.

Merlin Properties SOCIMI, S.A. and Subsidiaries ("the Group") engage mainly in the acquisition and

management (through leasing to third parties) of offices, industrial buildings, logistic centres, data

7

centres, shops and shopping centres, and they may also invest, to a lesser extent, in other assets for

lease.

On 30 June 2014, the Parent was floated on the Spanish stock market through the issuance of EUR

125,000 thousand shares, with a share premium of EUR 1,125,000 thousand. Merlin Properties

SOCIMI, S.A.’s shares/securities have been listed on the electronic trading system of the Spanish

stock exchanges since 30 June 2014.

On 15 January 2020, the Parent's shares were listed on Euronext Lisbon under a dual listing.

On 24 July 2024, the Parent carried out a capital increase amounting to EUR 93,954 thousand, with a

share premium of EUR 826,796 thousand (see Note 13.1).

The tax regime of the Parent and the majority of its subsidiaries is governed by Spanish Law 11/2009,

of 26 October, as amended by Spanish Law 16/2012, of 27 December and subsequent laws,

regulating REITs (Ley 16/2012, de 27 de diciembre, por la que se regulan las Sociedades Anónimas

Cotizadas de Inversión en el Mercado Inmobiliario). Article 3 of this Law sets out the investment

requirements for these types of companies, namely:

1. At least 80% of a REIT’s assets must be invested in urban real estate for leasing purposes

and/or in land to be developed for leasing purposes provided such development starts within

three years of acquisition, along with investments in the capital or equity of other entities

referred to in Article 2.1 of the above Law.

The value of the asset is calculated based on the average of the quarterly individual balance

sheets of the year. To calculate this value, the REIT may opt to substitute the carrying amount

for the fair value of the items contained in these balance sheets, which will apply to all the

balance sheets of the year. For these purposes, the money and collection rights arising from

the disposal of these properties or shareholdings, if applicable, during the same year or

previous years will not be calculated, provided that, in this last case, the reinvestment period

referred to in Article 6 of this Law has not elapsed.

2. Similarly, at least 80% of the income for the tax period for each year, excluding that arising

from the disposal of shareholdings and properties used in fulfilment of its primary corporate

purpose, once the holding period referred to below has elapsed, should come from the lease

of properties and from dividends or shares in profit from these investments.

This percentage is calculated based on consolidated profit if the company is a parent of a

group, as defined in Article 42 of the Spanish Commercial Code (Código de Comercio),

regardless of the place of residence and the obligation to prepare consolidated financial

statements. This group will be formed only by REITs and the other entities referred to in Article

2.1 of this Act.

3. The REIT’s real estate assets must be leased for at least three years. The time that the

properties have been offered for lease, up to a maximum of one year, will be included for the

purposes of this calculation.

This period will be calculated:

a) In the case of properties that are included in the REIT's assets before it avails itself of

the regime, from the date of commencement of the first tax period in which the special

tax regime set forth in this Act is applied, provided that the property is leased or

offered for lease at that date. Otherwise, the following paragraph must be applied.

b) In the case of properties developed or acquired subsequently by the REIT, from the

date on which they were leased or offered for lease for the first time.

8

c) In the case of shares or equity interests in entities referred to in Article 2.1 of this Act,

they must be held as assets of the REIT for at least three years following their

acquisition or, where applicable, from the beginning of the first tax period in which the

special tax regime established in this Act is applied.

As established in Transitional Provision One of Law 11/2009, of 26 October, amended by Law

16/2012, of 27 December, and subsequent amendments, regulating real estate investment trusts,

REITs may opt to apply the special tax regime in accordance with Article 13 of this Act, even if they do

not meet the requirements established in this Act, provided these requirements are met within two

years of the date on which the Company decides to apply this regime.

REITs are taxed at a rate of 0% for corporate income tax. However, where dividends distributed to an

equity holder owning at least 5% of the REIT’s share capital are exempt from taxation or taxed below

10%, such REIT will be subject to a special charge of 19% of the dividends distributed to the said

equity holder, in respect of corporate income tax. If applicable, this special charge must be paid by the

REIT within two months after the dividend distribution date.

Law 11/2021, of 9 July, on measures to prevent and combat tax fraud, which takes effect for those

years beginning on or after 1 January 2021, amended Article 9.4 of Law 11/2009, of 26 October,

regulating real estate investment trusts (REITs). Specifically, it introduced a special tax of 15% on the

amount of profit earned in the year that is not distributed, in the portion that comes from a) income that

was not taxed at the standard corporate tax rate, and b) income that is not derived from the transfer of

qualifying assets after the three-year holding period has elapsed, which fall under the three-year

reinvestment period set out in Article 6.1.b) of Law 11/2009, of 26 October. This special tax will be

considered corporate income tax and will accrue on the day of the agreement to apply profit for the

year by the general shareholders meeting or equivalent body. The self-assessment and payment of

the tax must be performed within two months of the accrual.

The transitional period in which the Company had to meet all requirements of this tax regime ended in

2017. Group management, with the support of its tax advisers, performed an assessment of

compliance with the regime’s requirements, concluding that all requirements had been met as of 31

December 2025.

Consequently, the Group's consolidated financial statements and the individual financial statements of

the Parent for 2025, prepared by its Directors, which are awaiting approval by the General Meeting,

have been prepared under the REIT Regime. However, the directors of the Parent consider that the

above financial statements will be approved without any material changes.

Furthermore, the financial statements for 2025 of the Group companies have not yet been authorised

for issue by their directors and are expected to be approved by the shareholders at their respective

Annual General Meetings within the periods established in applicable law.

The separate and consolidated financial statements of Merlin Properties SOCIMI, S.A. for 2024,

prepared by its directors, were approved by the shareholders at the Annual General Meeting on 30

April 2025.

The 2024 separate annual financial statements of the Group companies, which were prepared by their

respective directors, were approved at the respective General Meetings within the periods in

applicable tax legislation.

In view of the business activities currently performed by the Group, it does not have any environmental

liability, expenses, assets, provisions or contingencies that might be material with respect to its equity,

financial position or results.

The Company did not change its corporate or trading name in 2025 or 2024.

9

2.    Basis of presentation of the consolidated financial statements

2.1 Regulatory framework

The regulatory financial reporting framework applicable to the Group consists of the following:

– The Spanish Commercial Code and all other Spanish commercial laws.

– International Financial Reporting Standards (IFRSs) as adopted by the European Union

pursuant to Regulation (EC) No 1606/2002 of the European Parliament and Spanish Law

62/2003, of 30 December, on tax, administrative and social security measures (Ley de

medidas fiscales, administrativas y de orden social), and applicable rules and circulars of the

Spanish National Securities Market Commission (CNMV).

– Law 11/2009, of 26 October, as amended by Law 16/2012, of 27 December, and subsequent

amendments, regulating REITs, and other commercial law.

– All other applicable Spanish accounting regulations.

2.2 Basis of presentation of the consolidated financial statements

The consolidated financial statements for 2025 were obtained from the accounting records of the

Parent and the consolidated companies, and have been prepared in accordance with the regulatory

financial reporting framework described in Note 2.1 and, accordingly, they present fairly the Group’s

consolidated equity and consolidated financial position at 31 December 2025 and the consolidated

results of its operations, the changes in consolidated equity and the consolidated cash flows in the

year then ended. The consolidated financial statements were prepared on a historical cost basis

except for those items that have been measured at fair value.

Given that the accounting policies and measurement bases applied in preparing the Group’s

consolidated financial statements for 2025 may differ from those applied by some of the Group

companies, the necessary adjustments and reclassifications were made on consolidation to unify

these policies and bases and to make them compliant with IFRSs as adopted by the European Union.

To present the various items composing the consolidated financial statements in a uniform manner,

the accounting, policies and measurement bases used by the Parent were applied to all the

consolidated companies.

2.2.1 Adoption of Financial Reporting Standards and Interpretations effective as from 1 January  2025

• In 2025 the following standards, amendments and interpretations came into force, which,

where applicable, were used by the Group in preparing these financial statements:

Standards, Amendments and Interpretations	Description	Mandatory application in the financial years beginning on or after:
Amendments to IAS 21 Lack of exchangeability	This amendment adds requirements to help institutions determine whether a currency is exchangeable for another currency and the spot rate to use when it is not.	1 January 2025

These standards and amendments have not had a significant impact.

All accounting policies and measurement bases with a significant effect on the consolidated financial

statements were applied.

10

2.2.2 Standards not yet in force in 2025

The following standards were not yet in force in 2025, either because their effective date is

subsequent to the date of the consolidated financial statements or because they had not yet been

adopted by the European Union.

Standards, amendments and interpretations	Description	Mandatory application in annual reporting periods beginning on or after:
Amendments to IFRS 9 and IAS 7 Amendments to the classification and measurement of financial instruments	These amendments clarify the date of recognition and derecognition of certain financial assets and financial liabilities; clarify and add additional guidance for assessing whether a financial asset meets the solely payments of principal and interest test; include and updated new disclosure requirements for equity instruments designated at fair value through other comprehensive income.	1 January 2026
Amendments to IAS 21 Contracts referencing nature-dependent electricity	Contracts referencing nature-dependent electricity production, also known as power purchase agreements (PPAs), are contracts to buy and receive electricity that is produced from renewable sources. The amendments include details on which PPAs can be used in hedge accounting and the specific conditions allowed in these hedging transactions and new disclosure requirements.	1 January 2026
Annual Improvements to IFRS Accounting Standards, volume 11	The purpose of the amendments is to avoid potential confusion arising from inconsistencies in the wording of the standards by making changes to the following standards: • IFRS 1 “First-time Adoption of International Financial Reporting Standards”; • IFRS 7 “Financial Instruments: Disclosures”; • IFRS 9 “Financial Instruments”; • IFRS 10 “Consolidated Financial Statements”; and • IAS 7 “Statement of Cash Flows”.	1 January 2026
IFRS 18 Presentation and disclosure in financial statements	A new standard replacing IAS 1, the key new concepts introduced relate to the structure of the income statement; disclosures for certain performance measures reported in the financial statements; and improved principles on aggregation and disaggregation of information in the financial statements and notes.	1 January 2027
IFRS 19 Subsidiaries without public accountability: Disclosures	This new standard has been developed to permit subsidiaries without public accountability, with a parent that applies IFRS Standards in its consolidated financial statements, to apply IFRS Standards with reduced disclosure requirements.	1 January 2027
IAS 21 Translation to a hyperinflationary presentation currency	This amendment clarifies how companies should translate their financial statements from a non- hyperinflationary currency into a hyperinflationary one, which is relevant for companies whose presentation currency is that of a hyperinflationary economy, and whose functional currency, or the currency of their foreign operations, is that of a non- hyperinflationary economy.	1 January 2027

The Group is currently assessing the impacts that the future application of these standards, which

must be applied for all periods beginning on or after 1 January 2026, may have on the consolidated

financial statements once they enter into force, although the impacts are not expected to be material.

11

2.3Functional currency

These consolidated financial statements are presented in euros, since the euro is the functional

currency in the area in which the Group operates.

2.4 Comparative information

The information relating to 2024 contained in these notes to the consolidated financial statements is

presented solely for comparison purposes with similar information relating to the year ended 31

December 2025.

2.5 Responsibility for the information and use of estimates

The information in these consolidated financial statements is the responsibility of the Parent's

directors.

In the Group's consolidated financial statements for 2025 estimates were occasionally made by the

senior executives of the Group and of the consolidated companies, later ratified by the directors, to

quantify certain of the assets, liabilities, income, expenses and obligations reported herein. These

estimates relate basically to the following:

– The fair value of the Group’s real estate assets (see Note 5.1). The Group obtained valuations

from independent experts at 31 December 2025.

– The fair value of certain financial instruments (see Notes 5.5 and 5.6).

– The assessment of provisions and contingencies (see Note 5.11).

– Management of financial risk and, in particular, of liquidity risk and climate change risk (see

Note 23).

– The recovery of deferred tax assets and the tax rate applicable to temporary differences (see

Note 5.13).

– Compliance with the requirements that govern listed real estate investment companies (see

Note 1).

Changes in estimates:

AlAlthough these estimates were made on the basis of the best information available at 31 December

2025 on the events analysed, events that take place in the future might make it necessary to change

these estimates (upwards or downwards) in coming years. Changes in accounting estimates would be

applied prospectively in accordance with the requirements of IAS 8, recognising the effects of the

change in estimates in the related consolidated income statement.

2.6Basis of consolidation applied

All companies in which the Group is exposed, or has the right, to variable returns as a result of its

involvement in the investee and has the capacity to influence these returns through the power to direct

the company’s activities were fully consolidated; and companies in which the Group owns more than a

20% interest and exercises significant influence without holding a majority of the voting rights were

accounted for using the equity method (see Note 9). Likewise,a significant influence on the

investments held by the Group with a participation rate of less than 20% is considered to exist if it has

representation on the Board of these companies of the parties related to it.

A number of adjustments have been made to align the accounting principles and measurement bases

of Group companies with those of the Parent, including the application of International Financial

Reporting Standards measurement bases to all Group companies and associates.

12

It was not necessary to unify accounting periods since the balance sheet date of all the Group

companies and associates is 31 December of each year.

2.6.1 Subsidiaries

Subsidiaries are considered to be those companies over which the Parent directly or indirectly

exercises control through subsidiaries. The Parent has control over a subsidiary when it is exposed or

has rights to variable returns from its involvement with the subsidiary, and when it has the ability to

exercise its power to affect its returns. The Parent has power when the voting rights are sufficient to

give it the ability to direct the relevant activities of the subsidiary. The Parent is exposed or has rights

to variable returns from its involvement with the subsidiary when its returns from its involvement have

the potential to vary as a result of the subsidiary’s performance.

The financial statements of the subsidiaries are fully consolidated with those of the Parent.

Accordingly, all material balances and effects of the transactions between consolidated companies are

eliminated on consolidation.

Any third-party interests in the Group's equity and profit or loss are recognised under "Non-controlling

interests" in the consolidated statement of financial position and "Result attributable to non-controlling

interests" in the consolidated income statement and consolidated comprehensive income statement.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated

income statement from the effective date of acquisition or until the effective date of disposal, as

appropriate.

Appendices I and II include information on Group companies and associates.

2.6.2 Associates

The companies listed in Appendices I and II, over which Merlin Properties, SOCIMI, S.A. does not

exercise control but rather has a significant influence, are included under “Investments accounted for

using the equity method” in the accompanying consolidated statement of financial position and are

measured using the equity method, which consists of the value of the net assets and any goodwill of

the associate. The share of these companies' net profit or loss for the year is included under "Share of

results of associates accounted for using the equity method" in the accompanying consolidated

income statement.

2.6.3 Inter-group transactions

Gains or losses on transactions between consolidated companies are eliminated on consolidation and

deferred until they are realised with third parties outside the Group. The capitalised expenses of Group

work on non-current assets are recognised at production cost, and any intra-Group results are

eliminated. Receivables and payables between the consolidated Group companies and intra-Group

income and expenses were eliminated from the consolidated financial statements.

2.6.4 First-time consolidation differences

At the date of an acquisition, the assets and liabilities of a subsidiary are recognised at their fair values

at that date. Any excess of the cost of acquisition over the fair values of the identifiable net assets

acquired is recognised as goodwill. When there is an negative difference between the acquisition cost

and the fair values of the identifiable net assets acquired (i.e. a discount on acquisition), the valuations

of the net assets are reviewed and, if applicable, said difference i is credited to profit or loss in the

period in which the acquisition is made.

2.6.5 Business combinations

The Group accounts for business combinations using the purchase method. The date of acquisition is

the date on which the Group takes control of the acquiree.

13

The consideration paid is calculated at the date of acquisition as the sum of the fair values of the

assets delivered, the liabilities incurred and assumed and the equity instruments issued by the Group

in exchange for control of the business acquired. Acquisition costs, such as professional fees, do not

form part of the cost of the business combination, but are taken directly to the consolidated income

statement.

Where applicable, the contingent consideration is recognised at the acquisition-date fair value.

Subsequent changes to the fair value of the contingent consideration are taken to the consolidated

income statement unless this change arises within the one-year period established as the provisional

accounting period, in which case the business combination will be modified.

Goodwill is calculated as the excess of the aggregate of the consideration transferred, any non-

controlling interests, and the fair value of any previously acquired interest less the net identifiable

assets acquired.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree

and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of

the identifiable net assets acquired is recognised as goodwill. If these amounts are less than the fair

value of the identifiable net assets of the acquired subsidiary, the difference is recognised directly in

the consolidated income statement as a bargain purchase.

2.6.6 Scope of consolidation

The companies composing the Merlin Group at 31 December 2025, along with information relating to

the consolidation method, are listed in Appendix I of the accompanying consolidated financial

statements.

2.7 Quantitative and qualitative information on current economic and geopolitical impacts

The macroeconomic environment in the Iberian Peninsula continues to show strength, supported

mainly by domestic demand, improving employment and the gradual stabilisation of monetary policy.

In Spain, the economy is expected to maintain an expansionary cycle in 2026, with GDP growth above

the Eurozone average and rates above 2%. The gradual moderation of inflation and the stabilisation of

interest rates at around 2% are easing financing conditions and strengthening business and real

estate investment. Against this backdrop, real estate investment in 2025 exceeded EUR 18,400

million, with year-on-year growth of 31%, and is expected to continue to expand by 5% to 10% in

2026.

In addition, the growth of private consumption, the improvement in the labour market and the dynamic

growth in tourism continue to act as key drivers of the real economy and the real estate sector.

A similarly positive scenario is seen in Portugal, although on a smaller economic scale. Private

consumption, growth in international tourism and the recovery of retail trade continue to drive

economic activity. In 2025, household spending grew by 3.5% and retail sales increased by 4.8%,

reflecting a strong demand environment.

Overall, both markets present favourable macroeconomic fundamentals for the real estate sector,

supported by financial stability, robust domestic demand and international investor attractiveness.

Measurement of fair value of investment property

The Group adjusted the fair value of its real estate investments according to IAS 40. This fair value is

determined using the reference of the valuations made by independent third parties every six months

so that, at the close of each six-month period, the fair value reflects the market conditions of the

elements of the investment properties at that date. In accordance with the Group’s policy, valuers are

14

rotated on a regular basis between the different types of real estate assets, which was carried out in

2016, 2019, 2020 and for the last time in the first half of 2023.

At 31 December 2025, the valuations conducted by CBRE Valuation Advisors, S.A., Jones Lang

LaSalle, S.A. and Savills Consultores Inmobiliarios, S.A. did not provide any indications of uncertainty

regarding the market value of the Group’s investment property.

In 2023 and 2024, the Group included those assets under development that entered into operation at

their fair value in the data centres branch of activity. In 2025, the Group also recognised at fair value

the assets of the data centre branch of activity that had building permits and access permits, and for

which construction works had begun.

Although these assets are in their early stages, it should be noted that assumptions have been taken

into consideration for these assets regarding growth in occupancy, rents and normalised margins in

mature markets, and the rate of completion of the capacity expansion work. The valuation of these

assets is therefore sensitive to achieving the assumptions made, and there may be significant

changes in value in the event of variances with respect to these assumptions.

Meanwhile, the details of main assumptions used in the appraisals at December 2025 and December

2024 based on the nature of the assets and the sensitivities to increases and decreases of those

variables are included in Note 7.

Liquidity risk

Experience has shown that consumer and investor behaviour can change rapidly during times of

uncertainty and volatility. Therefore, lending and investment decisions must reflect this high level of

volatility and a potential deterioration in market conditions that may have a significant impact on the

overall financial position of companies, which could be divided into the companies’ or groups’ own

liquidity risk and the liquidity risk or credit risk of their customers.

Against this backdrop, at 31 December 2025 the Group had a leverage ratio of 28.9%, understood as

debt over the fair value of the assets (LTV) (this ratio is obtained by dividing the Company’s net debt

by the fair value of the assets including transaction costs) and cash and cash equivalents (including

treasury shares) amounting to EUR 1,224,977 thousand. The only significant debt maturity for the

Group over the next twelve months is in November 2026, due to the maturity of a bond amounting to

EUR 800 million. However, the Group has a liquidity position, including the undrawn corporate credit

facility, of EUR 1,965 million (see Note 14).

The Parent’s directors and management team are constantly monitoring the development of the

current situation and the effects it may have on the credit market, and they believe that the Group’s

position at 31 December 2025 ensures that it will be solvent to fulfil its obligations in the consolidated

balance sheet at 31 December 2025, and that there is no material uncertainty as to the continuity of

the Group’s operations.

Credit risk

With respect to the application of the simplified approach of impairment and credit risk, and also taking

into consideration other differential factors of the Group's portfolio of tenants and the characteristics of

their leases, and the amounts collected thus far, the Group has concluded that the increased credit

risk of its customers has not been significantly affected, this risk falling below 1% of turnover.

In relation to its other financial assets exposed to credit risk, which mainly correspond to loans to

associates and third parties, the Directors of the Parent have determined that there has not been a

significant increase in the risk, considering the measures agreed in some cases with tenants and the

long-term expectations based on the historical experience with those entities, which make it possible

to estimate that the credit risk will remain in line with the previous year.

15

3.    Changes in the scope of consolidation

2025

On 18 November 2025, the shareholders at the Extraordinary General Meeting of Silicius Real Estate

SOCIMI, S.A. approved a capital reduction through the redemption of all the company’s shares owned

by Merlin Properties SOCIMI, S.A., with the return to this shareholder of contributions in kind

consisting of a residential building in Madrid and a hotel in Menorca. This agreement was executed in

a public deed on 22 December 2025 (see Notes 5, 7, 9 and 14).

On 16 September 2025, the Group acquired all shares representing the share capital of Evergreen

Eclipse Capital, S.L.U. and Solstice Sage Finance, S.L.U. for EUR 6 thousand. At year-end 2025, both

companies were inactive.

On 18 August 2025, Edged Spain, S.L., which is 50% owned by the Parent, incorporated Edged

Portugal, Unipessoal Lda.

On 21 March 2025, the Group increased its shareholding in Moregal Hotels, S.L. from 7.32% to

35.04% by subscribing a capital increase of EUR 9,250 thousand.

2024

The following changes in the scope of consolidation took place in 2024:

On 17 December 2024, the Group acquired 5.84% of the shares representing the share capital of

HCG Levante, S.L. for EUR 1,070 thousand. The company owns land for tertiary use in the city of

Valencia.

On 27 November 2024, the shareholders at the General Meeting of Global Murex Iberia, S.L. resolved

to dissolve and liquidate the company, which was wholly owned by the Group. This transaction had no

effect on the consolidated financial statements.

On 27 May 2024, the merger by absorption of Slack Tailwind Systems, S.L.U. and Slow Rise Spain,

S.L.U. into Merlin Oficinas, S.L.U. was carried out (all of which are wholly owned by Merlin Properties

SOCIMI, S.A.). This transaction had no effect on the consolidated financial statements.

4.    Distribution of the Parent's profit

The distribution of profit proposed by the Parent's directors for approval by its shareholders at the

Annual General Meeting is as follows:

	Thousands of euros
Profit/(Loss) for the year	128,254
Distribution:
To legal reserves	6,348
To offset interim dividend	112,563
Dividends	9,343
To voluntary reserves	-

16

Other dividends distributed

On 13 November 2025, the Parent’s Board approved the distribution of an interim dividend out of profit

for 2025 in the amount of EUR 112,563 thousand, which was paid on 10 December 2025.

On 30 April 2025, the shareholders at the Annual General Meeting approved the distribution of a

dividend with a charge to the share premium in the amount of EUR 113,065 thousand, and the

distribution of a dividend out of 2024 profit for EUR 10,753 thousand, with both dividends being paid

on 26 May 2025.

On 14 November 2024, the Parent’s Board approved the distribution of an interim dividend out of profit

for 2024 in the amount of EUR 101,234 thousand, which was paid on 10 December 2024.

On 9 May 2024, the shareholders at the Annual General Meeting approved the distribution of a

dividend with a charge to the share premium in the amount of EUR 108,505 thousand, and the

distribution of a final dividend out of 2023 profit for EUR 3,937 thousand, with both dividends being

paid on 4 June 2024.

Over the past five years, the Company has distributed the following dividends and share premium

refunds:

	2025	2024	2023	2022	2021
Shareholder remuneration	236,381	213,676	207,023	561,926	210,099

..

5.    Accounting policies

The main accounting policies and measurement bases applied in preparing the Group’s consolidated

financial statements, which comply with the IFRSs in force at that date, are as follows:

5.1 Investment property

Investment property comprises buildings under construction and development for use as investment

property held (by the owner or by the tenant as an asset under usage rights), which are partially or

fully held to generate revenue, profits or both, rather than for use in the production or supply of goods

or services, or for the Group's administrative purposes or sale in the ordinary course of business.

All assets and usage rights (through the corresponding administrative concession or area right granted

by a public body) classified as real estate investments are in operation with various tenants. These

properties are earmarked for leasing to third parties. The Parent’s directors do not plan to dispose of

these assets within 12 months and have therefore decided to recognise them as investment property

in the consolidated statement of financial position.

Investment property is carried at fair value at the reporting date and is not depreciated. Investment

property includes land, buildings, usage rights of concessionaire projects and other constructions held

to earn rentals or with the aim of achieving gains on the sale as a result of future increases in the

respective market prices.

Gains or losses arising from changes in the fair value of investment property are included in the

income statement for the year in which they arise.

While construction work is in progress, the costs of construction work are capitalised. These assets

are recognised at fair value when they become operational or its fair value can be reliably determined.

The contingent payments related to the cost of the investment properties are capitalised as an

17

increase in their value. If the variable payment changes is a result of the asset’s profitability, this

change is recognised as an increase in the value of the asset.

Subsequent expenses are capitalised at the carrying amount of the asset only when it is probable that

the future economic benefits associated with these expenses will flow to the Group and the cost of the

item can be measured reliably. All other repair and maintenance costs are recognised as expenses

when incurred. When part of an investment property is replaced, the replacement cost is included in

the carrying amount of the property and the fair value is reassessed.

In accordance with IAS 40, the Group periodically determines the fair value of its investment property

so that the fair value reflects the actual market conditions of the investment property items at that date.

This fair value is determined every six months based on the appraisals undertaken by independent

experts.

Investment property obtained under a lease is initially measured at the amount of the lease liability

adjusted for any lease payments made on or before the commencement date (less any lease

incentives received), any initial direct costs incurred by the Group and an estimate of the costs to be

incurred by the lessee to dismantle and remove the underlying asset, restore the site on which it is

located or restore the underlying asset to the condition required by the terms and conditions of the

lease.

The market value of the Group's investment property at 31 December 2025, calculated based on the

appraisals carried out by CBRE Valuation Advisory, S.A., Jones Lang LaSalle, S.A. and Savills

Consultores Inmobiliarios, S.A., independent appraisers not related to the Group, amounted to EUR

11,854,292 thousand (see Note 7).

5.2 Inventories

Land held for sale or integration into property development is considered as inventories. The Group

considers that its inventories do not meet the requirements of IAS 40 for consideration as investment

property.

At 31 December 2025, certain land acquired in 2020 was recognised as inventories, which form part of

an increased development area and are considered to be inventories as they are intended for sale.

Pursuant to the future sale agreement reached with a third party, the land resulting in final residential

use will be transferred to said third party, once all the buildable areas corresponding to each of the

uses are finally assigned by the approved and registered Reparcelling Project. . In accordance with

the above, the intended use of the land will be its recovery through sale, and the Group's objective is

not to obtain rental income on the land. Therefore, they were recognised as inventories at the end of

2025.

In relation to this inventory, the Group has agreements with third parties for the future sale of those

intended for residential use and for which it has received, as of 31 December 2025, advances

amounting to EUR 19,255 thousand that are recognised under “Trade and other payables” in the

accompanying consolidated statement of financial position.

The Group values its inventories at acquisition cost (or at market value if the latter is lower), including

both the acquisition cost of the land and plots, the urban planning costs, the construction costs and the

personnel directly related to the real estate activity, and, where applicable, financial expenses to the

extent that those expenses correspond to the period of urban planning and construction, provided that

they are inventories that need a period of more than one year to be able to be sold. If the inventories

are registered at a cost price higher than their market value, the appropriate valuation adjustments are

made, recording the corresponding impairment.

5.3 Investments accounted for using the equity method

At 31 December 2025, this heading in the consolidated statement of financial position included the

amount corresponding to the percentage of shareholders’ equity of the investee relating to the Parent

18

and accounted for using the equity method once aligned to the accounting policies applied by the

Group. In addition, and after accounting for these investments using the equity method, the Group

decides whether or not an additional impairment loss needs to be recognised as regards the Group's

net investment in the associate.

5.4 Leases

At the beginning of a contract, the Group assesses whether the contract is or contains a lease. A

contract is, or contains, a lease if it conveys the right to control the use of an identified asset for a

period of time in exchange for consideration.

The group reassesses whether a contract is, or contains, a lease only if the terms of the contract

change.

5.4.1 Tenant

For a contract containing a lease component and one or more additional leases or non-leases, the

Group will distribute the consideration of the contract to each component of the lease based on the

relative price regardless of the lease component and the aggregate price independent of the

components that are non-lease components.

The relative price, independent of the lease and non-lease components, will be determined based on

the price that the landlord, or a similar supplier, would charge an entity separately for that component

or for a similar component. If there is no readily available separate observable price, the Group will

estimate the separate price, maximising the use of observable information.

The Group chose not to apply the recognition and measurement requirements indicated in IFRS 16 to

short-term leases in which the underlying asset is of low value, recognising the lease payments

associated with leases as a straight-line expense over the lease term.

Initial recognition

At the commencement date, a tenant recognises a right-of-use asset and a lease liability. At the

commencement date, a tenant will measure a right-of-use asset at cost. The cost of the right-of-use

asset includes:

a.the amount of the initial measurement of the lease liability measured at the commencement date

at the present value of the lease payments that were not paid at that date. Lease payments will be

discounted using the interest rate specified in the lease, if that rate could be easily determined. If

that rate cannot be easily determined, the tenant will use the tenant's incremental loan rate.

b.lease payments paid before or from the commencement date, less leases received;

c.the initial direct costs incurred by the tenant; and

d.an estimate of the costs incurred by the tenant when dismantling and eliminating the underlying

asset, restoring the location where it is located or restoring the underlying asset to the condition

required by the terms of the lease, unless those costs are incurred to produce inventories. The

tenant could incur obligations as a result of these costs either at the commencement date or as a

result of using the underlying asset for a specified period.

At the start date, the lease payments included in the measurement of the lease liability comprise the

following payments for the right to use the underlying asset during the lease term that are not paid at

the commencement date:

a.fixed payments, less any leases receivable;

19

b.variable lease payments, which depend on an index or rate, initially measured using the index or

rate at the commencement date;

c.amounts expected to be paid by the tenant as guarantees of residual value;

d.the exercise price of a call option if the tenant is reasonably confident of exercising that option;

e.late lease payments if the lease term reflects that the tenant will exercise an option to terminate

the lease.

Subsequent measurement of the right-of-use asset

After the commencement date, the Group will measure its right-of-use assets using the cost model,

unless it applies the fair value model of IAS 40 “Investment Property” to its investment property and

rights of use that meet the definition of investment property (see Note 5.1).

Subsequent measurement of lease liabilities

After the commencement date, the Group will measure a lease liability by:

a.increasing the carrying amount to reflect interest on the lease liability;

b.reducing the carrying amount to reflect the lease payments paid; and

c.re-measuring the carrying amount to reflect the new measurements or changes in the lease and

also to reflect the essentially fixed lease payments that have been revised.

5.4.2 Landlord

A landlord will classify each lease as an operating lease or a finance lease.

A lease will be classified as a finance lease when it substantially transfers all the risks and rewards

inherent to owning an underlying asset. A lease will be classified as an operating lease if it does not

substantially transfer all the risks and rewards inherent to owning an underlying asset.

Finance leases

At the commencement of the lease term, the Group recognises finance leases in the consolidated

statement of financial position at amounts equal to the fair value of the leased asset or, if lower, the

present value of the minimum lease payments. To calculate the present value of the lease payments

the interest rate stipulated in the finance lease is used.

The cost of assets acquired under finance leases is presented in the consolidated statement of

financial position based on the nature of the leased asset. These assets relate in full to investment

property and are measured in accordance with that established in Note 5.1.

Operating leases

A landlord recognises lease payments from operating leases as income on a straight-line basis or on

another systematic basis. The landlord will apply another systematic basis if it is more representative

of the structure with which the profit from the use of the asset is reduced.

The Group will recognise costs, including depreciation, incurred in earning the lease income as an

expense. It will also add the initial direct costs incurred to obtain an operating lease to the carrying

amount of the underlying asset and recognise these costs as an expense over the lease term, on the

same basis as the lease income.

20

5.5 Financial instruments

Financial instruments are recognised when the Group becomes a party to the contractual provisions of

the instrument. The Group classifies its financial assets in accordance with IFRS 9 “Financial

Instruments”.

The classification of financial assets will depend both on how an entity manages its financial

instruments (its business model) and on the existence and characteristics of the contractual cash

flows of the financial assets. Based on the above, an asset is measured at amortised cost, at fair value

through other comprehensive income, or at fair value through profit or loss for the period, as follows:

–If the objective of the business model is to hold a financial asset to collect contractual cash flows

and, depending on the terms of the contract, cash flows that are solely payments of principal and

interest on that principal are received on specified dates, the financial asset is measured at

amortised cost.

–If the objective of the business model is both to collect contractual cash flows and sell financial

assets and, depending on the terms of the contract, cash flows that are solely payments of

principal and interest on that principal are received on specified dates, the financial asset is

measured at fair value through other comprehensive income (equity).

Any assets not meeting the above criteria will be measured at fair value through profit or loss in the

income statement. All equity instruments (e.g. shares) are, by default, measured in this category. This

is because their contractual flows do not meet the characteristic of being only payments of principal

and interest. Financial derivatives are also classified as financial assets at fair value through profit or

loss unless they are designated as hedging instruments.

For the purposes of measurement, financial assets should be classified into one of the following

categories, with the accounting policies of each category being as follows:

1. Financial assets at amortised cost: these assets are subsequently recognised at their initial

cost amortised in accordance with the effective interest method. This amortised cost will be

reduced by any impairment loss. They are recognised in the consolidated income statement

for the period when the financial asset is de-recognised or impaired, or due to exchange

differences. Interest calculated using the effective interest method is recognised under

“Finance income” in the income statement.

2. Financial assets at fair value with profit or loss: financial assets at fair value with profit or loss

are recognised initially and subsequently at fair value, excluding transaction costs, which are

charged to the income statement. Gains and losses arising from changes in fair value are

recognised in the income statement under “Changes in fair value of financial instruments” in

the period in which they arose. Any dividends and interest also leads to financial results.

3. Debt instruments at fair value through other comprehensive income: These instruments are

subsequently recognised at fair value, with the changes in fair value recognised under “Other

comprehensive income”. Interest income, impairment losses and exchange differences are

recognised in the consolidated income statement. When they are sold or derecognised, the

cumulative fair value adjustments recognised under “Other comprehensive income” are

included in the income statement as other finance income / (costs).

4. Debt instruments at fair value through other comprehensive income: They are subsequently

measured at fair value. Dividends are only taken to profit or loss, unless these dividends

clearly represent a recovery of the investment cost. Other gains or losses are taken to “Other

comprehensive income” and are never reclassified to profit or loss.

21

Impairment of financial assets

The Group assesses on a prospective basis the expected credit losses associated with its assets at

amortised cost and at fair value through other comprehensive income, with the main item being “Trade

and other receivables”.

The impairment methodology applied depends on whether there has been a significant increase in

credit risk. The impairment model is based on a dual measurement approach, under which there will

be an impairment provision based on expected losses over the next 12 months or based on expected

losses over the entire life of the asset. The fact that determines the transition from the first approach to

the second is that there is a significant decline in creditworthiness.

The deterioration of the Group's receivables was not significant, taking into account that the risk of

default was less than 1% of turnover and that the Group has deposits from its tenants to secure its

loans.

For trade receivables, given the composition of the Group’s portfolio, which comprises companies of

recognised prestige and proven financial solvency, and the low history of losses from trade

receivables over the last 10 years, including the years of financial crisis, the Group has estimated that

the impairment due to expected loss on these financial assets is not significant.

Financial liabilities

The main financial liabilities held by the Group companies are held-to-maturity financial liabilities,

which are measured at amortised cost. The financial liabilities held by the Group companies are

classified as:

1.Bank loans and other loans: loans from banks and other lenders are recognised by the proceeds

received, net of transaction costs.

Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net

of transaction costs) and the redemption value is recognised in the income statement over the term of

the borrowings using the effective interest method.

Financial debt is eliminated from the consolidated statement of financial position when the obligation

specified in the agreement is paid, cancelled or expired. The difference between the carrying amount

of a financial liability that has been cancelled or transferred to another party and the consideration

paid, including any transferred assets other than the cash or liabilities assumed, is recognised in profit

or loss for the year as other financial income or expenses.

Exchanges of debt instruments between the Group and the counterparty or substantial changes in the

liabilities initially recognised are accounted for as a cancellation of the original liability and the

recognition of a new financial liability, provided that the instruments have substantially different terms.

The Group considers that the terms are substantially different if the discounted present value of the

cash flows under the new terms, including any fees paid net of any fees received and discounted

using the original effective interest rate, is at least ten per cent different from the discounted present

value of the remaining cash flows of the original financial liability.

If the exchange is recognised as a cancellation of the original financial liability, the costs or fees are

recognised in the consolidated income statement as part of the consolidated income statement.

Otherwise, the modified flows are discounted at the original effective interest rate, recognising any

difference with the prior carrying amount, in profit or loss. Likewise, the costs or fees adjust the

carrying amount of the financial liability and are amortised by the amortised cost method for the

remaining life of the modified liability.

The Group recognises the difference between the carrying amount of a financial liability or the part of it

cancelled or transferred to a third party and the consideration paid, including any assets transferred

other than the cash or liabilities assumed in profit or loss.

22

The Group will account for exchanges of debt instruments with a lender, provided that the instruments

have substantially different conditions, such as a cancellation of the original financial liability and

subsequent recognition of a new financial liability. Similarly, a substantial change in the terms of an

existing financial liability or a part of it will be recognised as a cancellation of the original financial

liability and a subsequent recognition of a new financial liability. The difference between the carrying

amount of the cancelled financial liability and the consideration paid, which includes any transferred

assets other than cash or any liabilities assumed, will be recognised in profit or loss for the year.

If it is determined that the new terms or changes of a financial liability are not substantially different

from the existing ones and it is therefore determined that the change is not substantial, the existing

financial liability will not be derecognised. The Group will recalculate the gross carrying amount of the

financial liability and recognise a change gain or loss in profit/(loss). The gross carrying amount of the

financial liability will be recalculated as the present value of the renegotiated or modified contractual

cash flows discounted at the original effective interest rate of the financial liability.

2.Trade and other payables: trade payables are initially recognised at fair value and are

subsequently measured at amortised cost using the effective interest method.

The Group derecognises financial liabilities when the obligations giving rise to them cease to exist.

5.6 Derivative financial instruments and hedge accounting

The Group uses derivative financial instruments to hedge the risks to which its future activities,

transactions and cash flows are exposed. These risks are mainly due to changes in interest rates.

Among the various transactions, the Group uses certain financial instruments as economic hedges.

Derivatives are initially recognised at fair value on the date on which the derivative contract is signed

and are subsequently measured at fair value at each reporting date. Subsequent changes in fair value

are recognised depending on whether the derivative has been designated as a hedging instrument

and, if so, on the nature of the item being hedged.

At the beginning of the hedging relationship, the Group documents the economic relationship between

the hedging instruments and the hedged items, including whether changes in the cash flows of the

hedging instruments are expected to offset changes in the cash flows of the hedged items. The Group

documents its risk management objective and strategy to undertake its hedge transactions.

The effective part of the changes in the fair value of the derivatives that are designated and classified

as cash flow hedges is recognised in the cash flow hedge reserve under equity. The loss or gain

relating to the ineffective part is immediately recognised in the consolidated income for the year under

'Changes in the fair value of financial instruments' in the consolidated income statement.

Gains or losses relating to the effective part of the change in the intrinsic value of the option

agreements are recognised in the cash flow reserve hedge under equity. Changes in the time value of

option agreements that relate to the hedged item ('aligned time value') are recognised under other

comprehensive income in the costs of the hedge reserve in equity.

When forward contracts are used to hedge expected transactions, the Group generally designates

only the change in the fair value of the forward contract related to the cash component as the hedging

instrument. Gains or losses related to the effective part of the change in the cash component of

forward contracts are recognised in the cash flow hedge reserve under equity. The change in the

forward element of the contract related to the hedged item is recognised in other comprehensive

income on the costs of the hedge reserve under equity. In some cases, the gains or losses

corresponding to the effective part of the change in fair value of the full term contract are recognised in

the cash flow hedge reserve under equity.

–Cash flow hedges: In hedges of this nature, the portion of the gain or loss on the hedging

instrument that has been determined to be an effective hedge is recognised temporarily in equity

and is recognised in the income statement in the same period during which the hedged item

23

affects profit or loss, unless the hedge relates to a forecast transaction that results in the

recognition of a non-financial asset or a non-financial liability, in which case the amounts

recognised in equity are included in the initial cost of the asset or liability when it is acquired or

assumed.

–Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or

exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gains or losses

on the hedging instrument recognised in equity are retained in equity until the forecast transaction

occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss

recognised in equity is transferred to net profit or loss for the year.

Derivatives embedded in other financial instruments or other host contracts are treated as separate

derivatives when their risks and characteristics are not closely related to those of the host contracts

and provided the host contracts are not measured at fair value by recognising changes in fair value in

the consolidated statement of comprehensive income.

The fair value of the various derivative financial instruments is calculated using the valuation

techniques described in Note 5.7 below.

5.7 Valuation techniques and applicable assumptions to measure fair value

The fair value of financial assets and liabilities is calculated as followed:

–The fair value of financial assets and liabilities with standard terms and that are traded on active,

liquid markets is calculated by reference to prices quoted in the market.

–The fair value of financial assets and liabilities (except derivative instruments) is calculated in

accordance with the generally accepted valuation models based on discounted cash flows using

the prices of observable market transactions and the contributor prices of similar instruments.

–The fair value of interest rate swaps is calculated by discounting future settlements between fixed

and floating interest rates to their present value, in line with implicit market interest rates, obtained

from long-term interest rate swap curves. Implicit volatility is used to calculate the fair values of

caps and floors using option valuation models.

Likewise, in the valuation of derivative financial instruments, the risk inherent to the element or

position hedged must be effectively eliminated during the entire expected term of the hedge and there

must be adequate documentation evidencing the specific designation of the financial derivative to

hedge certain balances or transactions and how this effectiveness was intended to be achieved and

measured. Moreover, pursuant to IFRS 13 and due to the inherent risk, the credit risk of the parties to

the contract (both their own risk and that of the counterparty) must be included in the valuation of the

derivatives. The Group applied the discounted cash flow method, considering a discount rate affected

by the Merlin Group’s own credit risk.

Financial instruments measured subsequent to initial recognition at fair value are grouped into levels 1

to 3 based on the degree to which the fair value is observable:

–Level 1: those measured using quoted prices (unadjusted) in active markets for identical assets or

liabilities.

–Level 2: those measured using inputs other than quoted prices included within Level 1 that are

observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from

prices).

–Level 3: those measured using valuation techniques, including inputs for the asset or liability that

are not based on observable market data (non-observable inputs).

24

The Group's financial assets and liabilities measured at fair value at 31 December 2025 and 31

December 2024 were as follows:

2025

	Thousands of euros
	Level 1	Level 2	Level 3	Total
Derivative financial instruments (Note 14.3)	-	(8,260)	-	(8,260)
Financial instruments - assets (Note 14.3)	-	229	-	229
	-	(8,031)	-	(8,031)

2024

	Thousands of euros
	Level 1	Level 2	Level 3	Total
Derivative financial instruments (Note 14.3)	-	(20,941)	(16,407)	(37,348)
Financial instruments - assets (Note 14.3)	-	1,622	-	1,622
	-	(19,319)	(16,407)	(35,726)

In 2025, as a result of the capital reduction carried out by Silicius Real Estate SOCIMI, S.A. through

the redemption of all the company’s shares owned by Merlin Properties SOCIMI, S.A. with

contributions in kind returned to this shareholder, the Group derecognised the derivative associated

with the purchase option held by this company, classified as Level 3 (see Notes 3, 7, 9 and 14).

No financial instruments were reclassified from one level to another during 2025 or 2024.

5.8 Treasury shares

An equity instrument is a contract that evidences a residual interest in the assets of the Parent after

deducting all of its liabilities.

Capital instruments issued by the Parent are recognised in equity at the proceeds received, net of

issue costs.

The Parent’s equity instruments acquired by the Group are recognised separately at acquisition cost

and deducted from equity in the consolidated statement of financial position, regardless of why they

were acquired. No gains or losses from transactions involving own equity instruments are recognised

in the consolidated income statement.

The subsequent amortisation of the equity instruments of the Parent gives rise to a capital reduction

for the nominal amount of said shares and the positive or negative difference between the acquisition

price and the nominal value of the shares is charged or credited to accounts of reserves.

The transaction costs related to own equity instruments are recognised as a decrease in equity, net of

any related tax effect.

5.9 Distributions to shareholders

Dividends are paid in cash and recognised as a reduction in equity when the pay-outs are approved

by shareholders at the Annual General Meeting.

The Parent is subject to the special regime for REITs. As established in Article 6 of Law 11/2009, of 26

October, as amended by Law 16/2012, of 27 December, and subsequent amendments, the REITs

25

opting to pay tax under the special tax regime are required to distribute the profit generated during the

year to shareholders in the form of dividends, once the related commercial obligations have been met.

This distribution must be approved within six months from each year-end, and the dividends paid in

the month following the date on which the payout is agreed.

Moreover, as specified in Law 11/2009, of 26 October, as amended by Law 16/2012, of 27 December,

and subsequent amendments, the Parent must distribute the following as dividendss:

–100% of the profit from dividends or shares in profits distributed by the entities referred to in

Article 2.1 of Law 11/2009.

– At least 50% of the profit generated from the transfer of properties, shares or investments

referred to in Article 2.1 of Law 11/2009, once the periods referred to in Article 3.3 of Law

11/2009 have elapsed, which are used to achieve the Company’s main corporate purpose.

The remainder of these profits must be reinvested in other property or investments used for

the pursuit of said activity within three years after the transfer date. Otherwise, these profits

should be distributed in full together with any profit arising in the year in which the

reinvestment period ends. If the items to be reinvested are transferred before the end of the

holding period, that profit must be distributed in full together with, if applicable, the profit

generated during the year in which the items were transferred. The obligation to distribute

profit does not apply to the portion of the profit attributable to prior years in which the

Company was not included under the special tax regime in this Act.

– At least 80% of the remaining profits obtained. When dividend distributions are charged to

reserves generated from profits in a year in which the special tax regime applied, the

distribution must necessarily be approved as set out above.

5.10 Cash and cash equivalents

The Group includes under this heading cash and short-term highly liquid investments maturing in less

than three months that are readily convertible to cash and that are subject to an insignificant risk of

changes in value. The interest income associated with these transactions is recognised as income

when accrued while unmatured interest is presented in the consolidated statement of financial position

as an addition to the balance of the above heading.

5.11 Provisions

The Group differentiates between:

– Provisions: credit balances covering present obligations arising from past events, the

settlement of which is expected to result in an outflow of resources, but that are uncertain as

to their amount and/or timing.

– Contingent liabilities: possible obligations that arise from past events and whose existence will

be confirmed only by the occurrence or non-occurrence of one or more future events not

wholly within the Group’s control.

The consolidated financial statements include all the provisions with respect to which it is likely that

the obligation will have to be settled. Contingent liabilities are not recognised in the consolidated

financial statements but rather are disclosed in the notes to the consolidated financial statements,

unless the possibility of an outflow in settlement is considered to be remote.

Provisions are measured at the present value of the best possible estimate of the amount required to

settle or transfer the obligation, taking into account the information available on the event and its

consequences. Where discounting is used, adjustments made to provisions are recognised as a

finance cost on an accrual basis.

26

The compensation receivable from a third party on settlement of the obligation is recognised as an

asset, provided there is no doubt that the reimbursement will take place, unless there is a legal

relationship whereby a portion of the risk has been externalised, as a result of which the Group is not

liable, in which case, the compensation will be taken into account when estimating, if appropriate, the

amount of the related provision.

5.12 Revenue recognition

Revenue and expenses are recognised on an accrual basis, i.e. when the actual flow of the related

goods and services occurs, regardless of when the resulting monetary or financial flow arises. Rental

income is measured at the fair value of the consideration received, net of discounts and taxes.

Discounts (rent waivers and rebates) granted to lessees are recognised as a reduction in rental

income when it is probable that conditions precedent will be fulfilled requiring them to be granted.

Discounts are recognised by expensing the total rent waiver or rebate on a straight-line basis over the

term of the lease in force. If a lease is cancelled earlier than expected, any outstanding rent waiver or

rebate is recognised in the last period prior to the end of the agreement.

Leasing of investment property to third parties

The Group companies’ principal activity comprises the acquisition and lease of mainly offices,

shopping centres, logistics units and data centres. The Group’s revenue is generated by leasing this

investment property to third parties.

Ordinary income from the leasing of investment property is recognised taking into account the stage of

completion of the transaction at the reporting date, provided the result of the transaction can be

reliably estimated. Income from the Group’s leases is recognised by Group companies on a monthly

basis pursuant to the conditions and amounts agreed with the lessees in the various agreements. This

income is only recognised when it can be measured reliably and it is probable that the economic

benefits from the lease will be received.

Where the outcome of services rendered cannot be measured reliably, revenue is recognised to the

extent that the expenses incurred are deemed recoverable.

Service charges rebilled to lessees are recognised net of other operating expenses.

5.13 Income tax

5.13.1 General regime

Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax

expense (deferred tax income).

The current income tax expense is the amount payable by the Group as a result of income tax

settlements for a given year. Tax credits and other tax benefits, excluding tax withholdings and pre-

payments, and tax loss carryforwards from prior years effectively offset in the current year reduce the

current income tax expense.

The deferred tax expense or income relates to the recognition and derecognition of deferred tax

assets and liabilities. These include temporary differences measured at the amount expected to be

payable or recoverable on differences between the carrying amounts of assets and liabilities and their

tax bases, and tax loss and tax credit carryforwards. These amounts are measured at the tax rates

that are expected to apply in the period when the asset is realised or the liability is settled.

Deferred tax liabilities are recognised for all taxable temporary differences, unless the temporary

difference arises from the initial recognition of goodwill, goodwill for which amortisation is not

27

deductible for tax purposes or the initial recognition of other assets and liabilities in a transaction that

affects neither accounting profit (loss) nor taxable profit (tax loss).

Deferred tax assets are recognised for temporary differences to the extent that it is considered

probable that the consolidated companies will have sufficient taxable profits in the future against which

the deferred tax asset can be utilised, and the deferred tax assets do not arise from the initial

recognition of other assets and liabilities in a transaction that affects neither accounting profit (loss)

nor taxable profit (tax loss). The other deferred tax assets (tax loss, temporary differences and tax

credit carryforwards) are only recognised if it is considered probable that the consolidated companies

will have sufficient future taxable profits against which they can be utilised.

The deferred tax assets recognised are reassessed at the end of each reporting period and the

appropriate adjustments are made to the extent that there are doubts as to their future recoverability.

Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are

recognised to the extent that it has become probable that they will be recovered through future taxable

profits.

5.13.2 REIT regime

The REIT special tax regime is based on a 0% corporate income tax rate, provided certain

requirements are met. Particularly noteworthy amongst those conditions is that at least 80% of income

must come from urban real estate used for leasing purposes and acquired in full ownership or through

holdings in Spanish or foreign companies, regardless of whether or not they are listed on organised

markets, that meet the same investment and profit distribution requirements. Likewise, the main

sources of income for these entities must come from the real estate market, either through leasing the

properties, their subsequent sale after a minimum lease period, or the income generated from

holdings in entities with similar characteristics. Nevertheless, tax is accrued in proportion to dividend

distributions. Dividends received by the shareholders are exempt, unless the recipient is a legal

person subject to corporate income tax or a permanent establishment of a foreign entity, in which case

a tax credit is taken, so that these earnings are taxed at the tax rate applicable to the shareholder.

However, the other income will not be taxed as long as it is not distributed to the shareholders.

As established in Article Nine of Spanish Law 11/2009, of 26 October, as amended by Spanish Law

16/2012, of 27 December, and subsequent amendments, regulating REITs, the Company will be

subject to a special tax rate of 19% on the total dividends or shares in profit distributed to shareholders

that have an ownership interest in the Company’s share capital equal to or greater than 5%, when

these dividends, in reference to the shareholders, are exempt or are taxed at a rate less than 10%.

The Group has therefore established the procedure guaranteeing confirmation by shareholders of their

tax rate, proceeding where applicable, to withhold 19% of the dividend distributed to shareholders that

do not meet the aforementioned tax requirements.

Law 11/2021, of 9 July, on measures to prevent and combat tax fraud, which takes effect for those

years beginning on or after 1 January 2021, amended Article 9.4 of Law 11/2009, of 26 October,

regulating real estate investment trusts (REITs). Specifically, it introduced a special tax of 15% on the

amount of profit earned in the year that is not distributed, in the portion that comes from a) income that

was not taxed at the standard corporate tax rate, and b) income that is not derived from the transfer of

qualifying assets after the three-year holding period has elapsed, which fall under the three-year

reinvestment period set out in Article 6.1.b) of Law 11/2009, of 26 October. This special tax will be

considered corporate income tax and will accrue on the day of the agreement to apply profit for the

year by the general shareholders meeting or equivalent body. The self-assessment and payment of

the tax must be performed within two months of the accrual.

5.14 Share-based payments

The Parent recognises, on the one hand, the goods and services received as an asset or as an

expense, depending on their nature, when they are received and, on the other, the related increase in

equity, if the transaction is equity-settled, or the related liability if the transaction is settled with an

amount based on the value of the equity instruments.

28

In the case of equity-settled transactions, both the services rendered and the increase in equity are

measured at the fair value of the equity instruments granted, by reference to the grant date. In the

case of cash-settled share-based payments, the goods and services received and the related liability

are recognised at the fair value of the latter, by reference to the date on which the requirements for

recognition are met.

2025-2027 Incentives plan

The shareholders at the General Meeting held on 30 April 2025 approved a long-term remuneration

plan consisting of the delivery of 5,168,656 shares of the Parent and/or share options (representing

0.92% of the Parent’s share capital at the date of approval) for executive directors, the management

team and other important members of the Group’s workforce (“2025-2027 Incentive Plan”). The

payment procedure will vary, depending on whether the Company’s Board decides to pay the

performance shares in cash or in shares.

The 2025-2027 Incentive Plan consists of a single cycle for measuring the targets that will last three

years, starting on 1 January 2025 and ending on 31 December 2027. If the targets are met, the shares

will be delivered in 2028 once the financial statements for 2027 have been authorised for issue and

audited. Accordingly, the share options will be settled by differences (or in the manner agreed by the

Board at any given time) during the exercise windows established in 2028, 2029 and 2030 (with a

maximum of one exercise window in each year). A maximum of 1,307,738 shares will be allocated to

executive directors. All shares delivered under the 2025-2027 Incentive Plan to executive directors will

be subject to a 2-year retention period.

The specific number of the Parent’s shares that, within the established maximum, will be delivered to

the beneficiaries of the 2025-2027 Incentive Plan at the end of the Plan will be conditional on

achievement of the following targets linked to the creation of shareholder value and sustainability:

Metrics	Definition	Weighting
Absolute Total Shareholder Return (TSR)	This is the return on the share taking into account the cumulative change in the Company’s share price, including dividends and other similar items received by the shareholder during the 2025-2027 period.	40%
EPRA NTA per share at 31/12/2027 + Dividends (2025-2027) / share	This is calculated based on the Company’s consolidated equity and by adjusting certain items following EPRA recommendations (including the value of assets on the market and excluding certain items that are not expected to result in sustained property lease business). The EPRA NTA assumes that the companies buy and sell assets, thus crystallising levels of deferred tax liabilities. For the purposes of the Plan, the EPRA NTA at 31 December 2027, as published in MERLIN’s financial statements, will be taken into consideration, plus any dividends paid per share and other similar items received by the shareholder during the target measurement period (2025-2027).	25%
Data centres - MW available for lease as at 31/12/2027	MW installed in data centres that have received the corresponding equipment and electricity supply, which are leased or available for lease at 31 December 2027.	10%
Data centres - Level of Gross Rental Income (GRI) 31/12/2027	Annualised gross rental income from the Data Centre business in December 2027.	10%

29

Data centres - EBITDA at 31/12/2027	Annualised EBITDA from the Data Centre business in December 2027.	10%
Net carbon emissions	Level of reduction of MERLIN’s CO2 emissions (scope 1 and 2) at 31 December 2027, compared to 31 December 2024, calculated for the comparable portfolio of assets over which the Company has operational control (scope of MERLIN’s Path to Net Zero).	5%

In relation to the market condition ‘Total Shareholder Return’, the Group has applied a valuation

methodology for the underlying assets on the grant date of the incentive associated with a stochastic

Geometric Brownian Motion (GBM) model, combined with a Montecarlo simulation. The Montecarlo

method or Montecarlo simulation is a statistical technique that uses repeated random sampling on a

mathematical model to estimate the probability of different possible outcomes (scenarios) under

uncertainty.

The Montecarlo simulation method applied by the Group is based on a GBM model for assets with

implicit yield (dividend), which allows the Parent’s share price to be estimated at a future date. It is

therefore possible to simulate, using the Montecarlo method, the possible trajectories that the

underlying asset (the Parent’s share price) may follow, based on the repetition of random samples to

obtain different numerical results of the GBM model.

The following components were considered in the GBM model: the share price at the measurement

date, the beginning of the measurement period of the Incentive Plan, the historical volatility of the

share, the risk-free rate and the expected dividend yield of the share during the measurement period

of the Incentive Plan. The stochastic variable is generated by applying a standard normal distribution

N (0.1).

This allowed the statistical average or expected value to be obtained, which corresponds to the spot

price of the Parent’s share at the end of the incentive period.

Accordingly, in 2025 the Group recognised an expense of EUR 12,472 thousand with a balancing

entry to reserves and an expense of EUR 1,109 thousand with a balancing entry to non-current

liabilities.

2022 – 2024 Incentive Plan

The shareholders at the Annual General Meeting held on 4 May 2022 approved a long-term incentive

plan consisting of the delivery of a maximum of 3,491,767 ordinary shares of Merlin Properties,

SOCIMI, S.A. (representing 0.74% of the Parent’s share capital on the date of approval), aimed at

members of the MERLIN Group’s management team, including the executive directors of the Parent.

The 2022-2024 Incentive Plan consisted of a single cycle with a target measurement period that lasted

three years, starting on 1 January 2022 and ending on 31 December 2024. If the targets are met, the

shares would be delivered in 2025 once the financial statements for 2024 have been authorised for

issue and audited. All shares delivered under the 2022-2024 Incentive Plan to executive directors are

subject to a 2-year retention period. A maximum of 1,088,082 shares were allocated to executive

directors.

With respect to the targets or metrics to which the plan is linked (see Note 20), it included market and

non-market conditions.

The measurement period for the 2022-2024 Incentive Plan ended on 31 December 2024.

In 2025, and after verifying compliance with the targets set in the 2022-2024 Incentive Plan by the

Parent’s Board, a total of 290,954 shares were delivered to the beneficiaries of this plan.

30

5.15 Employee obligations

Under current labour legislation, the Group companies are required to pay termination benefits to

employees terminated under certain conditions.

When a restructuring plan is approved by the directors, made public and communicated to employees,

the Group recognises the provisions required to meet any future payments resulting from their

application. These provisions are calculated in accordance with the best estimates available of the

foreseeable costs.

At 31 December 2025, the Group had no commitments in this connection and there is no collective

redundancy plan in force.

5.16 Current assets and liabilities

The Group classifies its assets and liabilities as current and non-current in the consolidated statement

of financial position. Current assets and current liabilities are therefore those that meet the following

criteria:

– Assets are classified as current when they are expected to be realised or are intended for sale

or consumption in the Group’s normal operating cycle, when they are held primarily for the

purpose of being traded, when they are expected to be realised within twelve months after the

reporting date, or when they constitute cash and cash equivalents, except in cases where they

cannot be exchanged or used to settle a liability for at least twelve months after the reporting

date.

– Liabilities are classified as current when they are expected to be settled over the course of the

Group’s normal operating cycle, when they are held primarily for the purpose of being traded,

when they must be settled within twelve months after the reporting date, or when the Group

does not have an unconditional right to defer repayment of the liabilities for twelve months

after the reporting date.

– Derivative financial instruments not held for trading are classified as current or non-current

according to the period of maturity or periodic settlement.

5.17 Financial information by branch activity

In relation to IFRS 8 on operating segments, the Parent’s directors internally identify these segments

based on the definition of a branch of activity, an aspect to be considered when reading the

accompanying consolidated financial statements and related financial information.

The Group groups its branches of activity based on the nature of the assets in the various areas in

which it implements its strategy. In this sense, each branch of activity is a component of the Group that

performs business activities from which it can earn revenue and incur expenses. The profit or loss

from operations for each branch of activity is regularly reviewed by Group management to decide what

resources should be allocated to each branch of activity, to assess their performance and for which

separate financial information is available.

5.18 Earnings per share

Basic earnings per share are calculated by dividing net profit or loss attributable to the Parent

shareholders by the weighted average number of ordinary shares outstanding during the year,

excluding the average number of shares of the Parent held by the Group companies.

For the calculation of the diluted profit per share, the Group calculates the amounts of the diluted

earnings per share for the profit for the year attributable to the shareholders of the Parent and, where

applicable, the profit for the year of the ongoing activities attributable to those holders of equity

instruments.

31

For the purpose of calculating diluted earnings per share, the Group takes the profit or loss attributable

to ordinary equity holders of the Parent, and the weighted average number of shares outstanding, for

the effects of all dilutive potential ordinary shares.

5.19 Environment

The Group performs activities whose primary purpose is to prevent, mitigate or repair environmental

damage caused by its operations, see climate change management policies in Note 23.

Expenses incurred in connection with these environmental activities are recognised as other operating

expenses in the year in which they are incurred. However, because of their nature, the Group’s

business activities do not have a significant environmental impact.

5.20 Consolidated statements of cash flows

The following terms are used in the consolidated statements of cash flows (prepared using the indirect

method) with the meanings specified:

1. Cash flows: inflows and outflows of cash and cash equivalents, which are short-term, highly

liquid investments that are subject to an insignificant risk of changes in value.

2. Operating activities: the principal revenue-producing activities of the entities composing the

consolidated Group and other activities that are not investing or financing activities.

3. Investing activities: the acquisition and disposal of long-term assets and other investments not

included in cash and cash equivalents.

4. Financing activities: activities that result in changes in the size and composition of the equity

and liabilities that are not operating activities.

6.    Financial information by branch of activities

a) Criteria

Group management has segmented its business into the branches of activity detailed below according

to the type of assets acquired and managed:

–Office buildings

–Shopping centers

–Logistics assets

–Data centers

–Others: Assets not included in the above branches of activity, which correspond mainly to non-

strategic land and other smaller assets.

Any revenue or expenses that cannot be attributed to a specific branch of activity or relate to the entire

Group are attributed to “Corporate unit/Other”, as are the reconciling items arising from the

reconciliation of the result of integrating the financial statements of the various branches of activity

(prepared using a management approach) with the Group’s consolidated financial statements.

The profits of each branch of activity, and each asset within each of them, are used to measure

performance as the Group considers this information to be the most relevant when evaluating the

results of the branches of activity compared with other groups operating in the same businesses.

32

In the year ended 31 December 2025, the Group carried out its activities in Spain and Portugal. In

addition, in 2024 the Group reclassified certain assets from the Other branch of activity to the Offices

and Shopping Centre branches of activity based on their main use.

b) Basis and methodology for information by branch of activity

The information by branch of activity below is based on monthly reports prepared by Group

management and is generated using the same computer application that prepares all the Group’s

accounting information. The branches of activity follow the same accounting policies as the Group,

which are described in Note 5.

The ordinary income of the branch of activity relates to ordinary revenue directly attributable to the

branch of activity plus the relevant proportion of the Group’s general income that can be allocated on a

reasonable basis to that segment. The ordinary income of each branch of activity does not include

interest or dividend income, gains on the disposal of investment property, debt recoveries or

cancellation.

The expenses of each branch of activity are calculated as the directly attributable expenses incurred in

the operating activities, plus the corresponding proportion of the expenses that can be reasonably

allocated to the branch of activity.

The profit or loss of the branch of activity is presented before any adjustment for non-controlling

interests.

The assets and liabilities of the branches of activity are those directly related to each branch of

activity's operations, plus the assets and liabilities that can be directly attributed thereto using the

above allocation system, and include the proportional part of the assets and liabilities of joint ventures.

Branch of activities information

The information by branch of activity at 31 December 2025 and 2024 is presented below:

33

	Thousands of euros
2025	Office buildings	Shopping centers	Logistics	Data Centers	Other	Corporate Unit	Group total
Revenue from non-Group customers
Rental income	271,228	124,519	82,697	31,217	162	-	509,823
Services rendered	18,744	2,073	-	6,760	-	1,563	29,140
Net income	289,972	126,592	82,697	37,977	162	1,563	538,963
Other operating income	8,170	294	300	77	2	1,540	10,383
Staff costs	(10,576)	(9,310)	(3,886)	(1,702)	-	(29,769)	(55,243)
Operating expenses	(32,131)	(14,942)	(3,345)	(26,215)	(2,780)	(15,394)	(94,807)
Gains or losses on disposals of non-current assets	4,848	34	3,202	-	1,229	-	9,313
Depreciation and amortisation charge	(3,910)	(17)	-	-	(60)	(1,050)	(5,037)
Allocation of grants relating to non- financial assets and others	83	16	-	-	-	-	99
Allocation/Excess provisions	-	-	-	-	-	77	77
Changes in fair value of investment property	80,853	58,895	18,573	358,889	(23,364)	-	493,846
Profit/(Loss) from operations	337,309	161,562	97,541	369,026	(24,811)	(43,033)	897,594
Changes in fair value of financial instruments - Other	(26)	-	81	-	-	(7,319)	(7,264)
Finance income	3,122	1,173	24	-	193	30,857	35,369
Finance expenses	(26,388)	(14)	(5,005)	(690)	-	(108,820)	(140,917)
Gains on disposal of financial instruments	(86)	-	-	-	-	566	480
Share of results of companies accounted for using the equity method	-	-	-	-	-	28,036	28,036
Translation differences	-	-	-	(47)	-	-	(47)
Profit/(Loss) before tax	313,931	162,721	92,641	368,289	(24,618)	(99,713)	813,251
Income tax	(5,531)	(7,723)	(16,888)	-	-	3,020	(27,122)
Profit/(Loss) for the year	308,400	154,998	75,753	368,289	(24,618)	(96,693)	786,129

34

	Thousands of euros
At 31 December 2025	Office buildings	Shopping centers	Logistics	Data Centers	Other	Corporate Unit	Group total
Investment property	6,703,894	2,132,809	1,662,961	1,376,434	107,601	-	11,983,699
Non-current financial assets-	57,815	25,375	18,249	37,594	1,554	143,226	283,813
Derivatives	-	-	229	-	-	-	229
Other financial assets	57,815	25,375	18,020	37,594	1,554	143,226	283,584
Deferred tax assets	623	-	3,404	-	-	49,377	53,404
Other non-current assets	15,315	2	2	5,131	1,640	537,171	559,261
Non-current assets	6,777,647	2,158,186	1,684,616	1,419,159	110,795	729,774	12,880,177
Trade receivables	32,125	16,333	5,761	5,310	-	25,088	84,617
Other current financial assets	65	196	-	-	145	5,548	5,954
Other current assets	76,330	78,002	14,840	22,766	18	1,106,014	1,297,970
Current assets	108,520	94,531	20,601	28,076	163	1,136,650	1,388,541
Total assets	6,886,167	2,252,717	1,705,217	1,447,235	110,958	1,866,424	14,268,718
Non-current bank borrowings and debenture issues	629,252	-	-	-	-	3,476,506	4,105,758
Other non-current liabilities	357,298	261,397	99,206	133,129	12,743	48,883	912,656
Non-current liabilities	986,550	261,397	99,206	133,129	12,743	3,525,389	5,018,414
Current liabilities	75,312	43,573	57,962	130,205	12,458	856,362	1,175,872
Total liabilities	1,061,862	304,970	157,168	263,334	25,201	4,381,751	6,194,286

35

The information by branch of activity at 31 December 2024 is presented below:

	Thousands of euros
2024	Office buildings	Shopping centers	Logistics	Data Centers	Other	Corporate Unit	Group total
Revenue from non-Group customers
Rental income	268,530	119,020	80,786	2,157	96	-	470,589
Services rendered	13,483	2,195	-	6,880	-	1,425	23,983
Net income	282,013	121,215	80,786	9,037	96	1,425	494,572
Other operating income	5,695	732	218	-	26	1,757	8,428
Staff costs	(6,881)	(6,277)	(2,436)	(314)	-	(20,291)	(36,199)
Operating expenses	(36,879)	(15,393)	(2,569)	(15,761)	(2,908)	(23,078)	(96,588)
Gains or losses on disposals of non-current assets	5,074	8	(70)	-	339	-	5,351
Depreciation and amortisation charge	(2,747)	-	-	-	(44)	(1,559)	(4,350)
Allocation of grants relating to non- financial assets and others	52	-	-	-	-	-	52
Allocation/Excess provisions	-	-	-	-	-	5,337	5,337
Changes in fair value of investment property	(6,587)	(17,749)	(36,366)	60,293	(658)	-	(1,067)
Profit/(Loss) from operations	239,740	82,536	39,563	53,255	(3,149)	(36,409)	375,536
Changes in fair value of financial instruments - Other	-	-	543	-	-	(1,619)	(1,076)
Finance income	-	-	2	-	-	42,158	42,160
Finance expenses	(14,014)	-	(1,977)	(1,227)	-	(117,540)	(134,758)
Gains on disposal of financial instruments	-	-	-	-	-	20	20
Share of results of companies accounted for using the equity method	-	-	-	-	-	14,073	14,073
Translation differences	-	-	-	-	-	(1)	(1)
Profit/(Loss) before tax	225,726	82,536	38,131	52,028	(3,149)	(99,318)	295,954
Income tax	(5,622)	(4,185)	29	-	-	(2,417)	(12,195)
Profit/(Loss) for the year	220,104	78,351	38,160	52,028	(3,149)	(101,735)	283,759

36

	Thousands of euros
At 31 December 2024	Office buildings	Shopping centers	Logistics	Data Centers	Other	Corporate Unit	Group total
Investment property	6,586,397	2,014,249	1,651,459	569,693	43,682	-	10,865,480
Non-current financial assets-	43,744	25,268	10,925	319	967	148,711	229,934
Derivatives	-	-	1,622	-	-	-	1,622
Other financial assets	43,744	25,268	9,303	319	967	148,711	228,312
Deferred tax assets	983	-	3,404	-	-	48,934	53,321
Other non-current assets	15,067	18	2	5,051	1,674	587,858	609,670
Non-current assets	6,646,191	2,039,535	1,665,790	575,063	46,323	785,503	11,758,405
Trade receivables	29,235	16,368	5,443	8,750	-	306	60,102
Other current financial assets	33	196	-	-	177	11,253	11,659
Other current assets	93,216	65,845	19,743	13,708	12	1,436,505	1,629,029
Current assets	122,484	82,409	25,186	22,458	189	1,448,064	1,700,790
Total assets	6,768,675	2,121,944	1,690,976	597,521	46,512	2,233,567	13,459,195
Non-current bank borrowings and debenture issues	486,356	-	69,377	-	-	3,748,514	4,304,247
Other non-current liabilities	355,926	254,992	96,833	27,022	12,167	66,775	813,715
Non-current liabilities	842,282	254,992	166,210	27,022	12,167	3,815,289	5,117,962
Current liabilities	51,494	32,720	21,624	45,887	10,976	677,552	840,253
Total liabilities	893,776	287,712	187,834	72,909	23,143	4,492,841	5,958,215

c) Geographical segment reporting

For the purpose of reporting information on geographical areas, the revenue from the branch of

activity is grouped based on the geographical location of the assets. The assets of the branch of

activity are also grouped according to their geographical location.

The following table summarises the revenue and non-current investment property for each of the

assets held by the Group by geographical area:

2025

	Thousands of euros
	Rental income	%	Investment property	%
Madrid	247,639	46%	6,153,629	51%
Catalonia	98,238	18%	1,610,342	13%
Portugal	69,285	13%	1,521,509	13%
Castille-La Mancha	31,696	6%	700,304	6%
Andalusia	21,927	4%	293,914	3%
Galicia	19,524	4%	295,726	3%
Valencia	21,862	4%	379,969	3%
Basque Country	19,436	4%	839,918	7%
Resto of Spain	12,249	2%	188,388	2%
Total	541,856	100%	11,983,699	100%

37

2024

	Thousands of euros
	Rental income	%	Investment property	%
Madrid	243,203	48%	5,882,323	54%
Catalonia	73,520	15%	1,498,330	14%
Portugal	65,113	13%	1,292,933	12%
Castille-La Mancha	31,776	6%	676,138	6%
Andalusia	22,172	5%	295,701	3%
Galicia	20,297	4%	329,140	3%
Valencia	18,759	4%	285,775	3%
Basque Country	14,726	3%	440,810	4%
Rest of Spain	10,814	2%	164,330	1%
Total	500,380	100%	10,865,480	100%

d) Main customers

The table below lists the most important tenants at 31 December 2025 and 2024, and the primary

characteristics of each of them:

2025

Position	Name	Type	% of total	% accumulated	Maturity
			of Income
1	CoreWeave	Data Centers	8.8%	8.8%	2034-2035
2	Endesa	Offices	3.7%	12.5%	2028-2030
3	Inditex	Shopping centers	2.9%	15.4%	2026-2027
4	Comunidad de Madrid	Offices	2.1%	17.5%	2027-2031
5	Técnicas Reunidas	Offices	1.7%	19.2%	2028-2032
6	PwC	Offices	1.6%	20.8%	2028-2030
7	Eurostars 4 Torres	Offices	1.4%	22.2%	2028
8	BPI	Offices	1.4%	23.6%	2031
9	Indra	Offices	1.3%	24.9%	2026-2033
10	IBM	Offices	1.3%	26.2%	2029-2030

38

2024

Position	Name	Type	% of total	% accumulated	Maturity
			of Income
1	Endesa	Offices	4.1%	4.1%	2028-2030
2	Inditex	Shopping centers	3.3%	7.4%	2025-2026
3	Comunidad de Madrid	Offices	2.4%	9.8%	2025-2031
4	Técnicas Reunidas	Offices	2.3%	12.1%	2028-2032
5	PwC	Offices	1.8%	13.9%	2028-2030
6	Eurostars 4 Torres	Offices	1.6%	15.5%	2028
7	BPI	Offices	1.5%	17.0%	2031
8	Indra	Offices	1.5%	18.5%	2025-2033
9	IBM	Offices	1.4%	19.9%	2025-2030
10	Logista	Logistics	1.4%	21.3%	2025-2040

7.    Investment property

The breakdown of and changes in items included under “Investment property” in the accompanying

consolidated statement of financial position in 2025 and 2024 are as follows:

	Thousands of euros
	2025	2024
Beginning balance	10,865,480	10,639,763
Additions for the financial year	741,315	292,716
Disposals	(116,942)	(65,932)
Changes in value of investment property	493,846	(1,067)
Closing balance	11,983,699	10,865,480

Investment property is recognised at fair value. The income  recognised in the consolidated income

statement for 2025 from measuring investment property at fair value amounted to EUR 493,846

thousand (a loss of EUR 1,067 thousand in 2024).

Investment property comprises property assets mainly in the offices, shopping centers, logistics and

data centers branches of activity.

Additions and assets acquired in  2025 and 2024 are as follows:

	Thousands of euros
	2025	2024
Purchases	105,988	22,782
Offices	9,442	8,693
Shopping centers	1,718	-
Logistics	-	-
Data Centers	-	14,089
Others	94,828	-
Additions	635,327	269,934
	741,315	292,716

39

The acquisitions made in 2025 relate to the purchase of office premises in Madrid for EUR 9,442

thousand and premises in the Almada shopping centre in Lisbon for EUR 1,718 thousand. On 18

November 2025, the shareholders at the Extraordinary General Meeting of the investee Silicius Real

Estate SOCIMI, S.A. approved a capital reduction through the redemption of all the company’s shares

owned by Merlin Properties SOCIMI, S.A., with the return to this shareholder of contributions in kind

consisting of a residential building in Madrid and a hotel in Menorca, classified under the Other branch

of activity(see Notes 3, 5, 9 and 14).

The main additions made in 2025 relate to the construction of data centres located in Madrid,

Barcelona, Bilbao and Lisbon for EUR 403 million, to the payments made for land purchase options for

the construction of data centres for EUR 45 million, and to the construction and refurbishment work

that has been carried out in the Marineda Shopping Centre in La Coruña and in office buildings, such

as the Liberdade building in Lisbon.

The disposals in 2025 mainly related to the sale of two office buildings in Madrid, two logistics

warehouses in Madrid and Vitoria, and residential land in Zaragoza for a total amount of EUR 129

million, which resulted in a total capital gain of EUR 9,313 thousand at 31 December 2025, recognised

under “Gains or losses on disposal of non-current assets” in the accompanying consolidated income

statement.

The additions in 2024 mainly related to the development of data centres and construction and

refurbishment works, which were carried out in the Marineda Shopping Centre in La Coruña and office

buildings such as Plaza Ruiz Picasso.

The disposals in 2024 mainly related to the sale of two office buildings, several commercial premises

and a plot of land in Madrid and the sale of an office building in Granada, giving rise to a capital gain

of EUR 5,351 thousand recognised under “Gains or losses on disposal of non-current assets” in the

accompanying consolidated income statement.

At 31 December 2025, the Group had real estate assets amounting to EUR 1,654,015 thousand (EUR

1,672,779 thousand in 2024) to guarantee various loans. At 31 December 2025, the balance of these

loans amounted to EUR 674,774 thousand (EUR 703,719 thousand at year-end 2024) (see Note 14).

There are no rights of use, attachments or similar situations affecting the Group’s investment property.

The Group did not hold financial leases in 2025 or 2024.

All properties included under "Investment property" were insured as of 31 December 2025.

At 31 December 2025, the Group had firm purchase commitments for investment property amounting

to EUR 245 million.

In 2025 and 2024 no significant finance costs were capitalised in the cost of constructing the

properties.

Fair value measurement and sensitivity

All investment property leased or to be leased through operating leases are classified as investment

property.

According to IAS 40, the Group periodically determines the fair value of its investment property so that

the fair value reflects the actual market conditions of the investment property items at that date. This

fair value is determined each year based on the appraisals undertaken by independent experts.

The market value of the Group’s investment property at 31 December 2025 and 2024, calculated

based on the appraisals carried out by CBRE Valuation Advisory, S.A., Jones Lang LaSalle, S.A. and

Savills Consultores Inmobiliarios, S.A., independent appraisers not related to the Group, amounted to

EUR 11,854,292 thousand (EUR 10,742,187 thousand in 2024). This appraisal does not include the

value of the rights of use recognised in accordance with IFRS 16 amounting to EUR 53,786 thousand

(EUR 53,965 thousand in 2024) or other unvalued assets amounting to EUR 75,621 thousand (EUR

40

69,328 thousand in 2024). The valuation was carried out in accordance with the Appraisal and

Valuation Standards issued by the Royal Institution of Chartered Surveyors (RICS) of the United

Kingdom and the International Valuation Standards (IVS) issued by the International Valuation

Standards Council (IVSC). In relation to the fair value of the rights of use, the Group also obtained

valuations from independent third parties.

The method used to calculate the market value of the investment property involves drawing up ten-

year projections of income and expenses for each asset, adjusted at the reporting date using a market

discount rate. The residual value at the end of year 10 is calculated by applying a future exit yield to

the net income projections for year 11. The market values obtained are analysed by calculating and

assessing the capitalisation of the returns implicit in these values. The projections are intended to

reflect the best estimate of future income and expenses from the real estate assets. Both the future

exit yield and the discount rate (IRR) are determined taking into account the national market and

institutional market conditions.

The fees paid by the Group to valuers for valuation services as at 31 December 2025 and 2024 were

as follows:

	Thousands of euros
	2025	2024
Valuation services	629	618
Total	629	618

Breakdown of fair value of investment property

A breakdown of assets measured at fair value by their level in the fair value hierarchy is as follows:

2025

	Thousands of euros
	Total	Level 1	Level 2	Level 3
Fair value measurement
Investment property:
Offices
Land	3,044,818	-	-	3,044,818
Buildings	3,659,076	-	-	3,659,076
Shopping centers
Land	749,416	-	-	749,416
Buildings	1,383,393	-	-	1,383,393
Logistics-
Land	668,698	-	-	668,698
Buildings	994,263	-	-	994,263
Data centers-
Land	86,569	-	-	86,569
Buildings	1,289,865	-	-	1,289,865
Other-
Land	73,467	-	-	73,467
Buildings	34,134	-	-	34,134
Total assets measured at fair value	11,983,699	-	-	11,983,699

41

2024

	Thousands of euros
	Total	Level 1	Level 2	Level 3
Fair value measurement
Investment property:
Offices
Land	2,991,865	-	-	2,991,865
Buildings	3,594,531	-	-	3,594,531
Shopping centers
Land	723,341	-	-	723,341
Buildings	1,290,909	-	-	1,290,909
Logistics-
Land	706,513	-	-	706,513
Buildings	944,946	-	-	944,946
Data centers -
Land	52,592	-	-	52,592
Buildings	517,101	-	-	517,101
Other-
Land	42,471	-	-	42,471
Buildings	1,211	-	-	1,211
Total assets measured at fair value	10,865,480	-	-	10,865,480

No assets were reclassified from one level to another during 2025 or 2024. At 31 December 2025  and

2024, the gross surface areas and occupancy rates of the assets were as follows:

2025

	Square metres (*)										Occupancy rate (%)
	Gross leasable area
	Comm. of Madrid	Catalonia	Comm. of Valencia	Galicia	Andalusia	Basque Country	Castille- La Mancha	Rest of Spain	Portugal	Total
Offices												867,049	232,672	-	-	13,037	-	-	-	121,037	1,233,795	94.2%
Shopping centers	74,606	31,905	49,885	132,384	37,975	25,922	-	32,888	60,297	445,862	97.0% (**)
Logistics	319,196	132,100	61,604	-	139,218	26,774	699,401	21,579	78,381	1,478,253	96.4%
Data centers	22,508	22,131	-	-	-	21,750	-	-	-	66,389	86.4% (1)
Other	8,694	1,140	-	-	-	7,708	-	-	-	17,542	89.3%
Total surface area	1,292,053	419,948	111,489	132,384	190,230	82,154	699,401	54,467	259,715	3,241,841	95.6%
% weight	39.9%	13.0%	3.4%	4.1%	5.9%	2.5%	21.5%	1.7%	8.0%	100.0%

(*) Not including square metres of ongoing projects or land.

(**) Excluding vacant units acquired for refurbishment.

(1) The market standard for data centres is to measure occupancy based on processing capacity, considering the required

square metres of space for processing rooms, the latter of which is the main object of leases in the data centres branch of

activity. At 31 December 2025, the Group’s three data centres currently in operation have an available processing capacity of 44

MW, with 39.2 MW (89.1%) committed at that date. The Group considers committed capacity to be that which is physically

occupied at the reporting date or, while not occupied at the reporting date, that for which there are contractual commitments that

reserve such capacity to ensure future growth for the Group’s customers.

42

2024

	Square metres (*)										Occupancy rate (%)
	Gross leasable area
	Comm. of Madrid	Catalonia	Comm. of Valencia	Galicia	Andalusia	Basque Country	Castille- La Mancha	Rest of Spain	Portugal	Total
Offices												871,645	232,622	-	-	13,037	-	-	-	107,322	1,224,626	93.7%
Shopping centers	74,606	31,905	49,831	124,003	37,956	25,922	-	32,888	60,089	437,200	96,5% (**)
Logistics	330,389	132,100	61,604	-	139,218	26,774	681,270	21,579	45,171	1,438,105	99.4%
Data centers	22,508	22,131	-	-	-	21,750	-	-	-	66,389	81,5% (1)
Other	1,899	1,140	-	-	-	46	-	-	-	3,085	61.6%
Total surface area	1,301,047	419,898	111,435	124,003	190,211	74,492	681,270	54,467	212,582	3,169,405	96.7%
% weight	41.1%	13.2%	3.5%	3.9%	6.0%	2.4%	21.5%	1.7%	6.7%	100.0%

(*) Not including square metres of ongoing projects or land

(**) Excluding vacant units acquired for refurbishment.

(1) The market standard for data centres is to measure occupancy based on processing capacity, considering the required

square metres of space for processing rooms, the latter of which is the main object of leases in the data centres branch of

activity. At 31 December 2024, the Group’s three data centres currently in operation had an available processing capacity of 26

MW, with 21.2 MW (81.5%) committed at that date. The Group considers committed capacity to be that which is physically

occupied at the reporting date or, while not occupied at the reporting date, that for which there are contractual commitments that

reserve such capacity to ensure future growth for the Group’s customers.

Hypotheses used in the valuation

In relation to determining the fair value of investment property, the significant unobservable inputs

used to measure the fair value of investment property corresponded to the rental income, future exit

yields and the rate used for discounting the cash flows of the projections (IRR).

The quantitative information on the significant non-observable input data used in measuring fair value

is shown below.

2025

	Exit yield	Discount rate
Offices	3.70% - 7.60%	5.20% - 9.60%
Shopping centers	3.92% - 7.75%	6.20% - 9.75%
Logistics	4.75% - 6.25%	6.50% - 9.50%
Data centers	5.50% - 8.10%	9.00% - 11.00%
Other	3.50% - 7.50%	4.75% - 18.50%

2024

	Exit yield	Discount rate
Offices	3.70% - 7.60%	5.20% - 10.10%
Shopping centers	3.92% - 7.75%	6.25% - 9.75%
Logistics	4.75% - 6.25%	6.50% - 9.50%
Data centers	5.50% - 7.00%	10.00% - 12.00%
Other	5.50% - 7.50%	6.62% - 18.50%

43

Market rents: the amounts per square metre used in the valuation have ranged between 3.24 and

66.27 euros depending on the type of asset and location. The growth rates of the rents used in the

projections are based mainly on the CPI. It should be noted that the minimum range corresponds to a

logistics asset and the maximum range relates to a retail asset located in a prime area.

Analysis of the sensitivity of the hypotheses

The effect of a one-quarter, one-half and one point change in the the rate used to discount the cash

flows of the projections (IRR) on consolidated assets and on the consolidated income statement, with

respect to investment property, would be as follows:

31 December 2025

	Thousands of euros
	31.12.2025
	Assets			Consolidated profit/(loss) before tax
	0.25%	0.50%	1%	0.25%	0.50%	1%
Increase in IRR	(282,124)	(557,627)	(1,089,467)	(282,124)	(557,627)	(1,089,467)
Decrease in IRR	288,925	584,836	1,198,388	288,925	584,836	1,198,388

31 December 2024

	Thousands of euros
	31.12.2024
	Assets			Consolidated profit/(loss) before tax
	0.25%	0.50%	1%	0.25%	0.50%	1%
Increase in IRR	(209,144)	(413,400)	(807,755)	(209,144)	(413,400)	(807,755)
Decrease in IRR	214,167	433,492	888,190	214,167	433,492	888,190

The effect of a 1%, 5% and 10% change in the rents considered has the following impact on the

investment property in consolidated assets and in the consolidated income statement:

31 December 2025

	Thousands of euros
	Assets			Consolidated profit/(loss) before tax
	1%	5%	10%	1%	5%	10%
Increase in rents	99,097	495,483	990,967	99,097	495,483	990,967
Decrease in rents	(99,097)	(495,483)	(990,967)	(99,097)	(495,483)	(990,967)

44

31 December 2024

	Thousands of euros
	Assets			Consolidated profit/(loss) before tax
	1%	5%	10%	1%	5%	10%
Increase in rents	83,801	419,003	838,006	83,801	419,003	838,006
Decrease in rents	(83,801)	(419,003)	(838,006)	(83,801)	(419,003)	(838,006)

The effect of a one-quarter, one-half and one point change in the future exit yields considered, in the

case based on return calculated as the result of dividing the net operating income for the last year of

the period analysed by the estimated exit value, on consolidated assets and on the consolidated

income statement, regarding investment property, would be as follows:

31 December 2025

	Thousands of euros
	Assets			Consolidated profit/(loss) before tax
	0.25%	0.50%	1%	0.25%	0.50%	1%
Increase in exit yield	(407,683)	(780,767)	(1,439,376)	(407,683)	(780,767)	(1,439,376)
Decrease in exit yield	447,330	940,387	2,094,916	447,330	940,387	2,094,916

31 December 2024

	Thousands of euros
	Assets			Consolidated profit/(loss) before tax
	0.25%	0.50%	1%	0.25%	0.50%	1%
Increase in exit yield	(298,733)	(572,205)	(1,055,183)	(298,733)	(572,205)	(1,055,183)
Decrease in exit yield	327,665	688,677	1,533,417	327,665	688,677	1,533,417

Details of “Changes in value of investment property” in the accompanying consolidated income

statement are as follows:

Type of asset	Thousands of euros
	2025	2024
Offices	80,853	(6,587)
Shopping centers	58,895	(17,749)
Logistics	18,573	(36,366)
Data centers	358,889	60,293
Other	(23,364)	(658)
	493,846	(1,067)

45

8.    Operating leases

8.1 Operating Leases - Tenant

The Group, in its position as a tenant, only maintains short-term and low-value leases, which, following

an analysis of the application of IFRS 16, recognises them as a straight-line expense over the lease

term. In 2025, the Group recognised an expense of EUR 895 thousand (EUR 850 thousand in 2024)

included under “Other operating expenses” in the accompanying consolidated income statement.

8.2 Operating leases – Landlord

The occupancy rates of the leased buildings at 31 December 2025 and 2024 were as follows:

	% occupancy
	2025	2024
Offices	94.2	93.7
Shopping centers	97.0	96.5
Logistics	96.4	99.4
Data centers (*)	89.1	81.5
Other	89.3	61.6

(*) The market standard for data centers is to measure occupancy on the basis of processing capacity,

considering the required square metres of space for processing, the latter of which is the main object

of  leases in the data centers branch of activity. At 31 December 2025, the Group's 3 data centers

currently in operation have an available processing capacity 44 MW, with 39.2 MW (89.1%) committed

at that date. The Group considers committed capacity to be that which is physically occupied at the

reporting date or, while not occupied at the reporting date, that for which there are contractual

commitments that reserve such capacity to ensure future growth for the Group’s customers.

At 31 December 2025 and 2024, the gross rental income from and the fair value of the assets grouped

by branch of activity were as follows:

2025

	Thousands of euros
	Rent	Value
	Gross (a)	Fair
Offices	291,831	6,703,894
Shopping centers	132,862	2,132,809
Logistics	85,785	1,662,961
Data centers	31,217	1,376,434
Other	161	107,601
Total	541,856	11,983,699

(a) The gross rental income indicated in the table above refers to the rental income (see Note 6) of the

properties, without taking into account the rebates or  straight-line recognition of rentals.

46

2024

	Thousands of euros
	Rent	Value
	Gross (a)	Fair
Offices	287,673	6,586,397
Shopping centers	126,790	2,014,249
Logistics	83,663	1,651,459
Data centers	2,157	569,693
Other	97	43,682
Total	500,380	10,865,480

(a) The gross rental income indicated in the table above refers to the rental income (see Note 6) of the

properties, without taking into account the rebates or  straight-line recognition of rentals.

The lease agreements entered into between the Group and its customers include a fixed rent and,

where applicable, a variable rent linked to the lessee’s performance.

At 31 December 2025 and 2024, future minimum lease payments under non-cancellable operating

leases (calculated at the nominal amount) are as follows:

	Thousands of euros
	2025	2024
Up to a year	510,913	474,149
1 to 5 years	1,084,665	953,816
Over 5 years	377,989	208,138
Total	1,973,567	1,636,103

In 2025, the Group recognised EUR 11,488 thousand (EUR 10,286 thousand in 2024) for rental

income relating to variable lease payments not benchmarked against a rate or index.

9.    Investments accounted for using the equity method

The changes in 2025 and 2024 in investments in companies accounted for using the equity method

are as follows:

	Thousands of euros
	2025	2024
Beginning balance	586,513	537,288
Additions made during the year	18,852	41,074
Payments made in the financial year	(91,030)	-
Dividends	(11,801)	(5,922)
Profit/(Loss) for the year	28,036	14,073
Closing balance	530,570	586,513

In relation to investments accounted for using the equity method, the additions in 2025 related mainly

to the subscription of the capital increase carried out by Crea Madrid Nuevo Norte, S.A., which

entailed an increase in the Group’s investment of EUR 9,542 thousand, and the subscription of the

capital increase carried out by Moregal Hotels, S.L., which represented an increase in the Group’s

investment of EUR 9,250 million (see Note 3).

47

In relation to disposals, on 18 November 2025, the shareholders at the Extraordinary General Meeting

of Silicius Real Estate SOCIMI, S.A. approved a capital reduction through the redemption of all the

company’s shares owned by Merlin Properties SOCIMI, S.A., with the return to this shareholder of

contributions in kind consisting of a residential building in Madrid and a hotel in Menorca for a total

amount of EUR 66,948 thousand, net of the derivative associated with the purchase option that this

company held with the Group (see Note 5). This agreement was executed in a public deed on 22

December 2025 (see Notes 3, 7 and 14).

The other changes in 2025 relate to the profit obtained by investees and the dividends distributed by

Centro Intermodal de Logística, S.A., Araba Logística, S.A. and Parking del Palau, S.A. for a total of

EUR 11,801 thousand.

In relation to investments accounted for using the equity method, the additions in 2024 related mainly

to the subscription of the capital increases carried out by Crea Madrid Nuevo Norte, S.A. in 2024,

which entailed an increase in the Group’s share capital of EUR 40,002 thousand, and the purchase of

5.84% of HCG Levante, S.L. (see Note 3) for EUR 1,070 thousand.

The other changes in 2024 related to the profit obtained by the investees and the dividend distributed

by Centro Intermodal de Logística, S.A.

The most significant shareholdings relate to the 48.5% investment in Centro Intermodal de Logística,

S.A. with a consolidated net value of EUR 254,281 thousand and the 14.46% investment in Crea

Madrid Nuevo Norte, S.A. with a consolidated net value of EUR 222,967 thousand. In relation to the

investment accounted for using the equity method in Crea Madrid Nuevo Norte, S.A., the Group

considers that the value recognised for accounting purposes is reasonable as it does not differ

significantly from the current value, in view of the long-term time horizon for developing the

investment.

As regards those associates in which the Group has an interest of less than 20%, management

assessed the significant judgements and concluded that it did have significant influence.

The detail of investments in companies accounted for using the equity method and the profit or loss

attributable to the Group at 31 December 2025 and 2024 is as follows:

2025

				Thousands of euros
Associate	Line of business	Registered office	Percentage of ownership	Investment	Profit/(loss) attributed to the Group
Centro Intermodal de Logística, S.A.	Management of the port concession of the logistics activity area	Barcelona	48.50%	254,281	22,453
Crea Madrid Nuevo Norte, S.A	"Operación Chamartín" construction development and property operation	Madrid	14.46%	222,967	(1,191)
Paseo Comercial Carlos III, S.A.	Lease of shopping center	Madrid	50.00%	30,653	2,230
Moregal Hotels, S.L.	Real estate acquisition and development for leasing	Valencia	35.04%	10,850	18
Provitae Centros Asistenciales, S.L.	Healthcare services	Madrid	50.00%	2,199	(56)
Other investments				9,620	4,582
				530,570	28,036

48

2024

				Thousands of euros
Associate	Line of business	Registered office	Percentage of ownership	Investment	Profit/(loss) attributed to the Group
Centro Intermodal de Logística, S.A.	Management of the port concession of the logistics activity area	Barcelona	48.50%	238,710	7,411
Crea Madrid Nuevo Norte, S.A	"Operación Chamartín" construction development and property operation	Madrid	14.46%	214,616	(658)
Silicius Real Estate SOCIMI, S.A.	Sale and lease of property	Madrid	17.91%	91,239	(1,850)
Paseo Comercial Carlos III, S.A.	Lease of shopping center	Madrid	50%	28,423	1,555
Provitae Centros Asistenciales, S.L.	Healthcare services	Madrid	50%	2,255	(65)
Other investments				11,270	7,680
				586,513	14,073

All companies detailed in the table above are accounted for using the equity method.

The key business indicators at 100% for the Group’s associates (standardised using the regulatory

framework applicable to the Group) are as follows:

2025

	Thousands of euros
	Provitae Centros Asistenciales, S.L.	Paseo Comercial Carlos III, S.A.	Centro Intermodal de Logística, S.A.	Crea Madrid Nuevo Norte, S.A.	Moregal Hotels, S.L.	Other
Non-current assets	7,036	128,985	760,547	8,454	22,273	66,229
Current assets	10	2,912	49,031	2,364,069	8,900	31,901
Non-current liabilities	-	67,276	257,317	814,459	-	31,269
Current liabilities	2,648	3,316	27,961	16,106	208	15,002
Net assets	4,398	61,305	524,301	1,541,958	30,965	51,859
Revenue	-	9,469	87,127	2,216	-	5,705
Operating profit/(loss)	(111)	4,459	32,107	(8,239)	50	(1,913)

49

2024

	Thousands of euros
	Provitae Centros Asistenciales, S.L.	Paseo Comercial Carlos III, S.A.	Centro Intermodal de Logística, S.A.	Crea Madrid Nuevo Norte, S.A.	Silicius Real Estate SOCIMI, S.A.	Other
Non-current assets	7,036	125,608	740,260	7,010	792,247	52,823
Current assets	9	12,514	42,479	2,531,341	18,219	49,915
Non-current liabilities	-	78,573	265,200	815,173	232,311	13,568
Current liabilities	2,536	2,703	25,345	238,975	68,723	15,974
Net assets	4,509	56,846	492,194	1,484,204	509,432	73,196
Revenue	-	9,240	84,121	2,182	31,477	5,044
Operating profit/(loss)	(130)	3,110	3,070	(4,550)	(10,329)	30,474

At the end of the year, there were no indications of impairment on the recoverable value of the

investments held, in addition to those already recorded.

50

10.    Current and non-current financial assets

The breakdown, by type, of the balance of this heading in the consolidated statement of financial

position at 31 December 2025 and 2024 is as follows:

Classification of financial assets by category:

	Thousands of euros
	2025	2024
Non-current:
At fair value-
Interest rate derivatives	229	1,622
Equity instruments	12,008	11,151
At amortised cost-
Loans to third parties	188,885	146,589
Loans to associates	13,509	13,745
Deposits and guarantees	69,182	56,827
Total Non-current	283,813	229,934
Current:
At amortised cost-
Loans to associates	3,196	4,312
Loans to third parties	236	236
Other financial assets	2,522	7,111
Trade and other receivables	84,617	60,102
Total current	90,571	71,761

The carrying amount of financial assets recognised at amortised cost does not differ from their fair

value.

Derivatives

At the end of 2025 and 2024, the valuation of interest rate derivatives receivable was recognised

under “Derivatives” (see Note 14).

Loans to third parties

"Other non-current financial assets" included the loan granted to Urbanísticos Udra, S.A.U.,

shareholder of Crea Madrid Nuevo Norte, S.A., amounting to EUR 86,397 thousand, which accrues

market interest. At 31 December 2025, due to the annual capitalisation of interest, EUR 95,277

thousand in principal and EUR 328 thousand in interest had yet to be paid. In relation to this loan, the

Group has guarantees from the creditor associated with 10% of shares in Crea Madrid Nuevo Norte,

S.A., and no credit risk has been identified for the debtor.

In addition, “Long-term loans to third parties” includes rental income recognised on a straight-line

basis, marketing costs and tenant establishment expenses amounting to EUR 65,473 thousand (EUR

52,528 in 2024).

Deposits and guarantees

“Deposits and guarantees” primarily includes the guarantees provided by lessees as security deposits

amounting to EUR 67,144 thousand (EUR 55,052 thousand at 31 December 2024), ), which the Group

has deposited with the housing authority (Instituto de la Vivienda) in each region. At 31 December

2025, the guarantees received by lessees as security deposits amounted to EUR 78,528 thousand

(EUR 70,197 thousand at 31 December 2024) and were recognised under “Non-current liabilities –

51

Other financial liabilities” on the liability side of the accompanying consolidated statement of financial

position for 2025 (see Note 15).

Classification of financial assets by maturity:

The classification of financial assets by maturity at 31 December 2025 and 2024 is as follows:

2025

	Thousands of euros
	Less than 1 year	From 1 to 5 years	Over 5 years	Undetermined maturity	Total
Interest rate derivatives	-	229	-	-	229
Equity instruments	-	-	-	12,008	12,008
Loans to third parties and associates	236	73,899	128,495	-	202,630
Deposits and guarantees	-	-	-	69,182	69,182
Loans to associates	3,196	-	-	-	3,196
Other financial assets	2,522	-	-	-	2,522
Trade and other receivables	84,617	-	-	-	84,617
Total financial assets	90,571	74,128	128,495	81,190	374,384

2024

	Thousands of euros
	Less than 1 year	From 1 to 5 years	Over 5 years	Undetermined maturity	Total
Interest rate derivatives	-	1,622	-	-	1,622
Equity instruments	-	-	-	11,151	11,151
Loans to third parties and associates	236	40,009	120,325	-	160,570
Deposits and guarantees	-	-	-	56,827	56,827
Loans to associates	4,312	-	-	-	4,312
Other financial assets	7,111	-	-	-	7,111
Trade and other receivables	60,102	-	-	-	60,102
Total financial assets	71,761	41,631	120,325	67,978	301,695

52

11.    Trade and other receivables

“Trade and other receivables” included the following items at 31 December 2025 and 2024:

	Thousands of euros
	2025	2024
Trade and notes receivable	50,131	41,900
Sales debentures	5,477	4,288
Associates	623	636
Sundry accounts receivable	1,162	1,165
Remuneration payable	184	184
Other receivables from public authorities (Note 17)	34,212	19,456
Impairment of trade receivables	(7,172)	(7,527)
	84,617	60,102

At 31 December 2025, “Trade and other receivables” in the accompanying consolidated statement of

financial position mainly includes balances receivable from the rental of investment property and the

current portion of the effect of the straight-line recognition of rent rebates and waivers amounting to

EUR 13,796 thousand (EUR 11,507 thousand at year-end 2024). In general these receivables are

interest free and the terms of collection range from immediate payment on billing to payment at 30

days, while the average collection period is approximately 5 days (5 days in 2024).

The analysis of the age of the past-due balances that were not considered to have become impaired

at 31 December 2025 and 2024 is as follows:

	Thousands of euros
	2025	2024
Less than 30 days	720	4,814
31 to 60 days	3,678	2,610
61 to 90 days	282	369
Over 90 days	612	546
	5,292	8,339

At 31 December 2025 and 2024, no collection rights had been transferred to financial institutions.

In accordance with IFRS 9, the Group periodically analyses the risk of insolvency of its accounts

receivable by updating the related provision for impairment losses. The Parent’s directors consider

that the amount of trade and other receivables approximates their fair value.

The changes in the impairment losses and bad debt in 2025 and 2024 were as follows:

53

	Thousands of
	euros
Balance at 31 December 2023	(10,959)
Charges for the year	(1,076)
Reversals/amounts used	4,378
Other	130
Balance at 31 December 2024	(7,527)
Charges for the year	(1,403)
Reversals/amounts used	1,739
Other	19
Balance at 31 December 2025	(7,172)

Losses from bad debts amounted to EUR 1,200 thousand in 2025. The majority of impaired

receivables are overdue by more than six months.

Details of the concentration of customers (customers that account for a significant share of business)

are included in the information on branches of activity in Note 6.

12.    Cash and cash equivalents

“Cash and cash equivalents” includes the Group’s cash and short-term bank deposits with an original

maturity of three months or less. The carrying amount of these assets does not differ from their fair

value. At 31 December 2025, short-term bank deposits amounted to EUR 978 million.

At 31 December 2025 and 2024, the amount included under “Cash and cash equivalents” is

unrestricted, except for EUR 5,135 thousand and EUR 2,220 thousand, respectively.

13.    Equity

The detail of and changes in “Equity” are presented in the consolidated statement of changes in

equity.

13.1 Share capital

There were no changes in the share capital of the Parent in 2025.

At 31 December 2025, the share capital of Merlin Properties SOCIMI, S.A. amounted to EUR 563,725

thousand, represented by 563,724,899 fully subscribed and paid shares of EUR 1 par value each, all

of which are of the same class and grant the same rights to their holders.

On 23 July 2024, the Parent’s Board approved a capital increase through the issue of up to

93,954,149 new ordinary shares, representing approximately 20% of the share capital, all of the same

class and series as the shares currently outstanding at that date. The capital increase would be

carried out by means of monetary contributions and with the disapplication of pre-emption rights, and

would be carried out through a private accelerated bookbuilding process aimed exclusively at qualified

investors.

On 24 July 2024, the bookbuilding process described above was completed on the following terms:

◦ Issue of 93,954,149 shares of EUR 1 par value each, all of the same class and series as the

shares currently outstanding.

54

◦ Effective amount of the capital increase: EUR 920,750,660.

◦ Issue price: EUR 9.80 per share, of which EUR 1.00 corresponded to the par value and EUR

8.80 to the share premium.

These new shares were admitted to trading on the Madrid, Barcelona, Bilbao and Valencia Stock

Exchanges on 25 July 2024 and on the Lisbon Stock Exchange on 29 July 2024.

All the Parent's shares can be publicly traded and are listed on the Madrid, Barcelona, Bilbao and

Valencia and Lisbon Stock Exchanges. The market price of the Parent’s shares at 31 December 2025

and the average market price for the fourth quarter amounted to EUR 12.43 and EUR 12.90 per share,

respectively.

At 31 December 2025, according to information extracted from the CNMV, in relation to the provisions

of Royal Decree 1362/2007, of 19 October and Circular 2/2007, of 19 December, the shareholders

with significant holdings in the share capital of Merlin Properties SOCIMI, S.A., both direct and

indirect, in excess of 3% of the share capital, are as follows according to public information:

	Shares			% of share capital
	Direct	Indirect	Total
Banco Santander, S.A.	113,034,631	26,072,122	139,106,753	24.68%
Nortia Capital Investment Holding, S.L.	46,045,299	-	46,045,299	8.17%
BlackRock, INC	-	26,111,737	26,111,737	4.63%

The information on Banco Santander, S.A. was provided by the shareholder and that relating to Nortia

Capital Investment Holding, S.L. was obtained from the Parent’s Shareholder Register as at 31

December 2025.

13.2 Share premium

The consolidated text of the Corporate Enterprises Act expressly permits the use of the share

premium to increase capital and establishes no specific restrictions as to its use.

This reserve is unrestricted so long as its allocation does not lower equity to below the amount of

share capital.

As a result of the capital increase described above, the share premium was increased by EUR

826,796 thousand.

On 30 April 2025, the shareholders at the Annual General Meeting approved the distribution of a

dividend with a charge to the share premium in the amount of EUR 113,065 thousandd.

13.3 Reserves

The detail of reserves at 31 December 2025 and 2024 is as follows:

	Thousands of euros
	2025	2024
Legal reserve	106,397	93,954
Reserves of consolidated companies	2,264,794	2,105,466
Other reserves	336,976	329,961
Total other reserves	2,708,167	2,529,381

55

The balance of “Other reserves” includes the amount of undistributed profit arising from the transfer of

properties and the shares or holdings referred to in Article 2.1 of Law 11/2009, of 26 October,

regulating real estate investment trusts (REITs), once the periods referred to in Article 3.3 of this Act

have elapsed. This amount relates to the undistributed profits from the divestment of the investee Tree

Inversiones Inmobiliarias SOCIMI, S.A. carried out in 2022, which had to be reinvested in other

properties or holdings used for the Parent’s main corporate purpose within three years of the date of

transfer. At the end of 2025, the reinvestment period ended and this commitment was fully met. In this

regard, the Parent obtained a binding tax consultation confirming the criteria applied.

In addition, “Other reserves” includes EUR 21,565 thousand as a result of the expenses associated

with the capital increase carried out in 2024 (see Note 13.1).

Legal reserve

The legal reserve will be established in accordance with Article 274 of the consolidated text of the

Corporate Enterprises Act, which stipulates, in all cases, that 10% of net profit for each year must be

transferred to the legal reserve until the balance of this reserve reaches at least 20% of the share

capital.

This reserve may not be distributed, and if it is used to offset losses, provided that sufficient other

reserves are not available for this purpose, it must be restored with future profits.

At 31 December 2025, the Group had not yet reached the legally required minimum established in the

consolidated text of the Corporate Enterprises Act.

The legal reserve of companies that have chosen to avail themselves of the special tax regime

established in Law 11/2009, of 26 October, regulating REITs, must not exceed 20% of share capital.

The articles of association of these companies may not establish any other type of restricted reserves.

Reserves in consolidated companies

The changes in 2025 and 2024 in "Reserves in consolidated companies" are as follows:

		Thousands of euros
		31/12/2024	Incorporation of prior year´s results	Distribution of reserves	31/12/2025
	Reserves in consolidated companies	2,105,466	283,759	(124,431)	2,264,794

		Thousands of euros
		31/12/2023	Incorporation of prior year´s results	Distribution of reserves	31/12/2024
	Reserves in consolidated companies	2,286,573	(83,497)	(97,610)	2,105,466

The distribution in both years corresponds to the Parent’s profit for 2024 and 2023.

Dividends

On 13 November 2025, the Parent’s Board approved the distribution of an interim dividend out of profit

for 2025 in the amount of EUR 112,563 thousand, which was paid on 10 December 2025.

56

On 30 April 2025, the shareholders at the Annual General Meeting approved the distribution of a

dividend with a charge to the share premium in the amount of EUR 113,065 thousand, and the

distribution of a dividend out of 2024 profit for EUR 10,753 thousand, with both dividends being paid

on 26 May 2025.

On 14 November 2024, the Parent’s Board approved the distribution of an interim dividend out of profit

for 2024 in the amount of EUR 101,234 thousand, which was paid on 10 December 2024.

On 9 May 2024, the shareholders at the Annual General Meeting approved the distribution of a

dividend with a charge to the share premium in the amount of EUR 108,505 thousand, and the

distribution of a final dividend out of 2023 profit for EUR 3,937 thousand, with both dividends being

paid on 4 June 2024.

13.4 Treasury shares

At 31 December 2025, the Parent held treasury shares amounting to EUR 10,033 thousand.

The changes in 2025 and 2024 were as follows:

	Number of	Thousands of
	Shares	euros
Balance at 1 January 2024	1,399,124	15,410
Additions	29,471	293
Disposals	(113,950)	(1,253)
Balance at 31 December 2024	1,314,645	14,450
Additions	14,052	171
Disposals	(417,456)	(4,588)
Balance at 31 December 2025	911,241	10,033

The shareholders at the Annual General Meeting held on 30 April 2025 revoked the unused portion of

the authorisation granted by the shareholders at the General Meeting of 27 April 2023 and authorised

the acquisition of treasury shares by the Parent itself or by Group companies pursuant to Article 146 et

seq. of the Corporate Enterprises Act, complying with the requirements and restrictions established in

current law during the five-year period.

The disposals of 417,456 treasury shares (average cost of EUR 10.99 per share) relate mainly to the

delivery of shares under the 2022-2024 Incentive Plan (see Note 20) amounting to EUR 3,198

thousand, to the delivery of shares to employees under the flexible remuneration plan in the amount of

EUR 1,223 thousand and to sales made under the Group’s liquidity agreement for securities listed on

the Lisbon Stock Exchange. Net sales of 1,213 shares (EUR 4 thousand) were made under this

liquidity agreement in 2025.

At 31 December 2025, the Parent held treasury shares representing 0.162% of its share capital.

13.5 Capital management

The Group's capital management objectives are to safeguard its capacity to continue operating as a

going concern so that it can continue to provide returns to shareholders and to benefit interest groups,

and to maintain an optimum financial structure to reduce the cost of capital.

In line with the practices of other groups present in the sector, the Group controls its capital structure

through the debt ratio, calculated as net debt divided by total capital. Net debt is determined as the

sum of financial liabilities less cash and cash equivalents. Total capital is calculated as the sum of

equity plus net debt.

57

	Thousands of euros
	2025	2024
Total financial debt (b)	4,967,543	4,914,300
Less - Cash and cash equivalents and Other current financial assets (a)	(1,224,977)	(1,567,126)
Net debt	3,742,566	3,347,174
Equity	8,074,432	7,500,980
Total capital	11,816,998	10,848,154
Debt-to-equity ratio	32%	31%

(a) In 2025 and 2024, the amount in treasury shares is included under “Other current financial assets”.

(b) Gross debt without considering debt arrangement expenses or interest accrued.

13.6 Earnings per share

Basic

Basic earnings per share are calculated by dividing the net profit attributable to common equity

holders of the Parent by the weighted average number of ordinary shares outstanding during the

period, excluding treasury shares.

The detail of the calculation of basic earnings per share is as follows:

	2025	2024
Weighted average number of shares outstanding (thousands)	562,702	509,857
Profit (Loss)  for the period attributable to the Parent (thousands of euros)	786,129	283,759
Basic earnings/ Loss per share (euros)	1.40	0.56

The average number of ordinary shares outstanding is calculated as follows:

	Number of Shares (Thousands)
	2025	2024
Ordinary shares at beginning of period	563,725	469,771
Treasury shares	(911)	(1,315)
Average adjustment of outstanding shares	(112)	41,401
Weighted average number of ordinary shares outstanding at 31 December (thousands of shares)	562,702	509,857

Diluted

In accordance with paragraph 41 of IAS 33, potential ordinary shares are treated as dilutive when, and

only when, their conversion to ordinary shares would decrease earnings per share from continuing

operations. At 31 December 2025, there was no potential dilutive effect arising from the variable

remuneration granted by the Group to its executives and key management personnel (see Note 20),

with basic earnings matching diluted earnings.

58

13.7 Valuation adjustments

This heading of the accompanying consolidated statement of financial position includes changes in the

value of financial derivatives designated as cash flow hedges. The changes in the balance of this

heading in 2025 and 2024 are as follows:

	Thousands of
	euros
Balance at 31 December 2023	(9,475)
Changes in the fair value of hedges in the year	(11,352)
Tax effect	416
Balance at 31 December 2024	(20,411)
Changes in the fair value of hedges in the year	12,708
Tax effect	(435)
Balance at 31 December 2025	(8,138)

The balance at year-end 2025 relates to the valuation of the interest rate hedges arranged by the

Group in 2020 to 2025 to cover the financing taken out at floating interest rates for the period from

December 2020 to March 2034 (see Note 14).

59

14.    Current and non-current financial liabilities

The detail of current and non-current liabilities at 31 December 2025 and 2024 is as follows:

		Thousands of euros
		2025	2024
	Non-current:
	Measured at amortised cost-
	Syndicated loan	665,000	665,000
	Syndicated loan arrangement expenses	(2,079)	(2,983)
	Total syndicated loan	662,921	662,017
	Non-mortgage loan	277,769	145,581
	Mortgage loans	632,313	703,063
	Loan arrangement expenses	(7,814)	(8,400)
	Total other loans	902,268	840,244
	Debentures and bonds	2,550,000	2,800,000
	Debenture issue expenses	(17,691)	(18,955)
	Total debentures and bonds	2,532,309	2,781,045
	Total amortised cost	4,097,498	4,283,306
	Measured at fair value
	Derivative financial instruments	8,260	20,941
	Total at fair value	8,260	20,941
	Total non-current	4,105,758	4,304,247
	Current:
	Measured at amortised cost
	Syndicated loan	595	900
	Debentures and bonds	821,631	621,654
	Mortgage loans	44,128	2,697
	Revolving credit facility	517	510
	Non-mortgage loan	426	298
	Loan arrangement expenses	(1,046)	(293)
	Total amortised cost	866,252	625,767
	Measured at fair value
	Derivative financial instruments	351	(282)
	Total at fair value	351	(282)
	Total current	866,603	625,485

There is no material difference between the carrying amount and the fair value of financial liabilities at

amortised cost.

The detail of the Parent’s rating is as follows:

Agency	Rating	Outlook	Last Review	Previous
Standard & Poor´s	BBB+	Stable	07/09/2025	BBB Positive
Moody´s	Baa1	Stable	09/25/2025	Baa2 Positive

14.1 Loans

The detail of loans at 31 December 2025 and 2024 is as follows:

60

2025

	Thousands of euros
	Bank borrowings
	Initial loan/Limit	Expenses incurred from formalising loans (Note 14.5)	31.12.2025
			Long-term	Short-term	Short-term interest
Syndicated loan	665,000	(2,079)	665,000	-	595
Non-mortgage loan	277,769	(766)	277,769	-	426
Revolving credit facilities	740,000	(3,287)	-	-	517
Mortgage loans	704,000	(3,834)	632,313	42,462	1,667
Total	2,386,769	(9,966)	1,575,082	42,462	3,205

2024

	Thousands of euros
	Bank borrowings
	Initial loan/Limit	Expenses incurred from formalising loans (Note 14.5)	31.12.2024
			Long-term	Short-term	Short-term interest
Syndicated loan	665,000	(2,983)	665,000	-	900
Non-mortgage loan	202,904	(225)	145,581	-	298
Revolving credit facilities	740,000	(3,181)	-	-	510
Mortgage loans	704,000	(4,994)	703,063	656	2,041
Total	2,311,904	(11,383)	1,513,644	656	3,749

Certain financing arrangements include commitments to maintain certain coverage ratios, which are

standard in these types of real estate companies, such as the loan-to-value ratio, the ratio of the

company’s income used to service the debt (interest coverage ratio, ICR), or the ratio of mortgage-free

assets and non-mortgage debt (unencumbered ratio). The Parent’s directors have confirmed that

these ratios were met at 31 December 2025 and do not expect that they will not be fulfilled in the

coming years.

Syndicated loans and revolving credit facility of the Parent

On 18 November 2022, the Parent arranged a senior syndicated loan for EUR 600 million. This facility

has a maturity of 5 years from its disposal and accrues a market rate of EURIBOR + 130 basis points.

On 20 April 2023, the Parent had drawn down the full amount of this financing.

In addition, a novation agreement was entered into on that date for the senior syndicated loan,

including a Tranche B corresponding to a revolving credit facility with a limit of EUR 700 million. This

new credit facility has a term of 5 years with the possibility of two optional one-year extensions. The

revolving credit facility accrues interest at a rate of EURIBOR + 100 basis points and incorporates a

cost adjustment mechanism based on four sustainability criteria.

On 18 July 2023, the novation of the syndicated loan and credit facility was signed. The senior

syndicated loan was increased to EUR 665 million with the inclusion of the amounts of two bilateral

loans that the Parent had taken out with Kutxabank and Unicaja. In addition, the credit facility limit was

increased to EUR 740 million. At 31 December 2025, this credit facility had not been drawn down. On

10 July 2025, this credit facility was extended until 23 April 2030.

61

This financing includes the same obligations to maintain certain coverage ratios as the Group’s bonds

and the financing from Banco Sabadell and the European Investment Bank, as detailed below. These

ratios are defined as the ratio of the value of assets to outstanding debt (loan-to-value ratio), the ratio

of the Group’s income used to service the debt (interest coverage ratio, ICR) and the ratio of

mortgage-free assets and non-mortgage debt (unencumbered ratio). The Parent’s directors have

confirmed that these ratios were met at 31 December 2025 and do not expect that they will not be

fulfilled in the coming years.

European Investment Bank Loan

On 20 December 2018, the Parent arranged a mortgage-free loan with the European Investment Bank

for EUR 51 million. On 4 November 2019, the Parent arranged the second tranche of the unsecured

loan with the European Investment Bank for EUR 64 million, with the two tranches amounting to EUR

115 million. This financing can be arranged through several loans with a maturity of 10 years on each

drawdown. This credit facility must be allocated to the development of logistical assets in the Castille–

La Mancha region.

On 10 March 2020 and 26 October 2020, the Group drew down EUR 23.4 million and EUR 5.6 million

corresponding to the first tranche of the facility. This loan accruals a fixed interest rate of 60 basis

points. On 20 December 2022, the Group had drawn down EUR 22 million at a rate of 358 basis

points, meaning the first tranche of EUR 51 million was drawn down in full.

On 20 December 2023, the Group had drawn down EUR 16.9 million, accruing interest at a fixed rate

of 386 basis points. This loan corresponds to the first drawdown of the second tranche of EUR 64

million.

On 7 November 2024, a new limit was set for the second tranche, from the initial EUR 64 million to

EUR 46.7 million. On 4 November 2025, a new limit was set for this tranche, from the initial EUR 46.7

million to EUR 34.6 million.

On 18 December 2024, the Group drew down EUR 17.7 million of the second tranche mentioned

above, accruing interest at a fixed rate of 326 basis points. At year-end 2025, this loan had been

drawn down in full.

In addition, on 16 December 2021, the Parent arranged an unsecured loan with the European

Investment Bank amounting to EUR 45.2 million and maturing in 10 years. This financing would be

used for energy efficiency investments. On 4 November 2025, a new limit was set for this loan, from

the initial EUR 45.2 million to EUR 32.2 million.

On 16 December 2025, the Group had drawn down EUR 32.2 million of the loan mentioned above,

accruing interest at a fixed rate of 354 basis points. At year-end 2025, this loan had been drawn down

in full.

At 31 December 2025, all financing with the European Investment Bank had been drawn down.

This financing includes commitments to maintain certain coverage ratios. These ratios are defined as

the ratio of the value of assets to outstanding debt (loan-to-value ratio), the ratio of the Group’s income

used to service the debt (interest coverage ratio, ICR) and the ratio of mortgage-free assets and non-

mortgage debt (unencumbered ratio). The Parent’s directors have confirmed that these ratios were

met at 31 December 2025 and do not expect that they will not be fulfilled in the coming years.

Non-mortgage loans

On 18 November 2022, the Parent took out and drew down on an unsecured loan with Banco

Sabadell for EUR 60 million, maturing in January 2028 and accruing interest at a market rate of

EURIBOR + 120 basis points.

62

On 31 March 2025, the Parent took out and drew down on an unsecured loan with Mediobanca for

EUR 100 million, maturing in five years plus one additional year from its drawdown and accruing

interest at a market rate of EURIBOR + 115 basis points.

This financing includes obligations to meet certain coverage ratios. These ratios are defined as the

ratio of the value of assets to outstanding debt (loan-to-value ratio), the ratio of the Group’s income

used to service the debt (interest coverage ratio, ICR) and the ratio of mortgage-free assets and non-

mortgage debt (unencumbered ratio). The Parent’s directors have confirmed that these ratios were

met at 31 December 2025 and do not expect that they will not be fulfilled in the coming years.

Mortgage loans

At 31 December 2025 and 2024, the Group had taken out the following mortgage loans:

2025

	Thousands of euros
	Original	Long-term	Short-term
Financial institution	Loan	Term	Term	Interest	Collateral
Novo Banco	134,000	134,000	-	212	Mortgage
Caixabank	150,000	148,313	750	1,043	Mortgage
ING	70,000	-	41,712	3	Mortgage
BBVA	180,000	180,000	-	45	Mortgage
Allianz	170,000	170,000	-	363	Mortgage
Total	704,000	632,313	42,462	1,666

2024

	Thousands of euros
	Original	Long-term	Short-term
Financial institution	Loan	Term	Term	Interest	Collateral
Novo Banco	134,000	134,000	-	228	Mortgage
Caixabank	150,000	149,063	656	1,427	Mortgage
ING	70,000	70,000	-	7	Mortgage
BBVA	180,000	180,000	-	37	Mortgage
Allianz	170,000	170,000	-	342	Mortgage
Total	704,000	703,063	656	2,041

On 26 April 2019, the Group entered into a novation agreement modifying the mortgage loan

subscribed on 4 December 2015 with ING Bank N.V. by the subsidiary Merlin Logística S.L.U. The due

date for this financial arrangement, originally set to be in 2020, was extended until 2026. This financial

arrangement accrues an interest rate of EURIBOR at three months + 100 basis points; it includes a

financial cost adjustment mechanism based on meeting four sustainability criteria. On 26 March 2021,

the mortgage financing agreement was changed, extending the loan amount by EUR 2.1 million to a

total of EUR 70 million. In 2025, as a result of the divestment of two warehouses used as collateral for

this loan (see Note 7), the Group repaid a total of EUR 28.3 million, leaving an outstanding principal of

EUR 41.7 million.

This loan requires that the company maintain and comply with certain coverage ratios, such as the

loan-to-value ratio and the ratio of the company's income used to service the debt (interest coverage

ratio, ICR). The Parent’s directors have confirmed that these ratios were met at 31 December 2025

and do not expect that they will not be fulfilled in the coming years.

63

It also envisages certain conditions linked to compliance with the following factors associated with the

environment and sustainability: i) sustainable capex, ii) LEED and BREAM certifications, iii) AIS

certifications and iv) green energy consumption, which can lead to certain savings in the financial

burden.

In accordance with IFRS 9, the Group evaluated the nature of the refinancing undertaken of the

previous ING loan and concluded that it does not represent a material change (10% test). Therefore,

the difference between the value of the old debt at amortised cost and the new debt discounted at the

effective interest rate of the old debt was recognised as a lower finance costs of EUR 2,291 thousand

under “Finance costs” on the 2019 consolidated income statement. This amount will be reversed in the

consolidated income statement for subsequent years in accordance with the effective interest rate of

the debt. In 2025, the application of the amortised cost method in relation to these items gave rise to a

finance cost of EUR 421 thousand (EUR 364 thousand in 2024).

On 27 July 2023, the Parent took out a loan with BBVA secured by a mortgage on an office building in

Madrid. The loan is for EUR 180 million, with a term of 7 years, and accrues interest at a market rate

of EURIBOR + 110 basis points.

On 15 November 2023, the Parent entered into a loan with Allianz secured by a mortgage on a

portfolio of 4 office buildings in Madrid. The loan is for EUR 170 million, with a term of 10 years and

accrues interest at a fixed rate of 4.523%.

On 17 January 2024, the Parent took out a loan with Caixabank, S.A. secured by a mortgage on a

portfolio of two office buildings in Madrid. The loan is for EUR 150 million, matures in 2034 and has a

spread of 130 basis points.

On 28 June 2024, the Group took out a loan with Novo Banco, S.A. secured by a mortgage on a

portfolio of five office buildings in Lisbon. The loan is for EUR 134 million, matures in 2031 and has a

spread of 125 basis points.

At 31 December 2025, all of the Group’s mortgage loans had been drawn down in full.

These facilities require that the company maintain and comply with certain coverage ratios, such as

the loan-to-value ratio and the ratio of the company's income used to service the debt (interest

coverage ratio, ICR). The Parent’s directors have confirmed that these ratios were met at 31

December 2025 and do not expect that they will not be fulfilled in the coming years.

Maturity of debt

The breakdown by maturity of these loan principals is as follows:

2025

	Thousands of euros
			Revolving
	Syndicated	Secured	line of
	loans and other loans	Loans	credit	Total
2026	-	42,462	-	42,462
2027	-	1,313	-	1,313
2028	725,000	1,500	-	726,500
2029	-	1,781	-	1,781
2030	29,000	182,156	-	211,156
Over 5 years	188,769	445,563	-	634,332
	942,769	674,775	-	1,617,544

64

2024

	Thousands of euros
			Revolving
	Syndicated	Secured	line of
	loans and other loans	Loans	credit	Total
2025	-	656	-	656
2026	-	70,750	-	70,750
2027	-	1,313	-	1,313
2028	725,000	1,500	-	726,500
2029	-	1,781	-	1,781
Over 5 years	85,581	627,719	-	713,300
	810,581	703,719	-	1,514,300

At 31 December 2025, EUR 740 million of the Group’s credit facility had not yet been drawn down.

None of the Group's debt was denominated in non-euro currencies at 31 December 2025 or 2024.

The finance cost for interest on the loans totalled EUR 58,867 thousand in 2025 (EUR 69,287

thousand in 2024) and is recognised in the accompanying consolidated income statement for 2025.

At 31 December 2025 and 2024, the debt arrangement expenses had been deducted from the

balance of "Bank borrowings". In 2025, the Group recognised an expense of EUR 2,834 thousand

(EUR 2,690 thousand in 2024) under “Finance costs” in the accompanying consolidated income

statement (see Note 18.d).

14.2 Debenture issues

On 12 May 2017, the Parent subscribed a Euro Medium Term Notes (EMTN) issue programme of up

to EUR 4,000 million, which replaced the original bond issue programme and its supplements

subscribed on 6 April 2016 and 14 October 2016, respectively, for an overall maximum amount of EUR

2,700 million.

On 18 May 2018, the Parent expanded the Euro Medium Term Notes (EMTN) issue programme to

EUR 5,000 million.

On 17 June 2020, the shareholders at the Annual General Meeting approved the extension of this

bond issuance programme up to an amount of EUR 6,000 million, with the extension carried out on 21

March 2021. The programme was subsequently renewed on 4 August 2022, 11 May 2023 and 10 May

2024 for another year.

On 30 April 2025, the shareholders at the Annual General Meeting approved the extension of this

bond issuance programme up to an amount of EUR 7,500 million. It was subsequently renewed for an

additional year on 7 May 2025.

On 1 June 2022, the Group obtained consent from its bondholders to convert all its bonds into green

bonds under the Green Financing Framework published by the Group on 25 April 2022. The

reclassification of the bonds to green bonds does not entail changes to any other features of the

bonds, such as their terms and conditions, interest or maturity. In April 2024, the Group renewed the

Green Financing Reference Framework.

On 2 February 2024, the Group increased the amount drawn down (tap) on the bond maturing in

September 2029 at 2.375% for an amount of EUR 100 million (implicit cost 3.93%).

65

On 26 May 2025, the Group repaid the corresponding bond on the maturity date in the amount of EUR

600.

On 4 September 2025, the Group issued a bond of EUR 550 million maturing in September 2033 with

an interest rate of 3.5%.

The terms of the bonds issued by the Group abide by UK laws and are traded on the Luxembourg

Stock Exchange. The bond issue programme has the same guarantees and ratio compliance

obligations as the syndicated loan and the revolving credit facility.

The detail at 31 December 2025 and 2024 of the bonds issued by the Parent is as follows :

2025

Maturity	Face value	Coupon	Listed price	Return	Market
	(Millions of Euros)
nov-26	800	1.875%	MS +44 p.b.	2.64%	Luxemburg
jul-27	500	2.375%	MS +36 p.b.	2.55%	Luxemburg
sep-29	400	2.375%	MS +46 p.b.	2.91%	Luxemburg
jun-30	500	1.375%	MS +74 p.b.	3.26%	Luxemburg
sep-33	550	3.500%	MS +107 p.b.	3.85%	Luxemburg
dec-34	600	1.875%	MS +114 p.b.	4.00%	Luxemburg
	3,350	2.201%

2024

Maturity	Face value	Coupon	Listed price	Return	Market
	(Millions of Euros)
may-25	600	1.750%	MS +22 p.b.	2.84%	Luxemburg
nov-26	800	1.875%	MS +50 p.b.	2.69%	Luxemburg
jul-27	500	2.375%	MS +73 p.b.	2.91%	Luxemburg
sep-29	400	2.375%	MS +81 p.b.	3.04%	Luxemburg
jun-30	500	1.375%	MS +89 p.b.	3.14%	Luxemburg
dec-34	600	1.875%	MS +128 p.b.	3.64%	Luxemburg
	3,400	1.912%

These bond issues include commitments to maintain certain coverage ratios. These ratios are defined

as the ratio of the value of assets to outstanding debt (loan-to-value ratio), the ratio of the Group’s

income used to service the debt (interest coverage ratio, ICR) and the ratio of mortgage-free assets

and non-mortgage debt (unencumbered ratio). The Parent’s directors have confirmed that these ratios

were met at 31 December 2025 and do not expect that they will not be fulfilled in the coming years.

The finance cost for interest on the debenture issues amounted to EUR 64,978 thousand (EUR 67,799

thousand in 2024) and is recognised in the accompanying consolidated income statement for 2025.

The accrued interest payable at 31 December 2025 amounted to EUR 21,631 thousand (EUR 21,654

thousand in 2024). Debt arrangement expenses taken to the consolidated income statement in 2025

amounted to EUR 5,220 thousand (EUR 5,390 thousand in 2024).

66

14.3 Derivatives

The detail of the financial instruments at 31 December 2025 and 2024 is as follows:

	Thousands of euros
	2025	2024
Non-current:
Asset interest rate	(229)	(1,622)
Liability interest rate	8,260	20,941
Other (Notes 5 and 9)	-	16,407
Total non-current	8,031	35,726
Current:
Interest rate derivatives	351	(282)
Total current	351	(282)

To determine the fair value of interest rate derivatives, the Group discounts the cash flows based on

the implicit EURIBOR interest rate calculated in accordance with market conditions at the

measurement date.

These financial instruments were classified as Level 2 based on the fair value hierarchy established in

IFRS 7. In 2025, as a result of the capital reduction carried out by Silicius Real Estate SOCIMI, S.A.

through the redemption of all the company’s shares owned by Merlin Properties SOCIMI, S.A. with

contributions in kind returned to this shareholder, the Group derecognised the derivative associated

with the purchase option held by this company, classified as Level 3 (see Notes 3, 5, 7 and 9). The

Group recognised an expense of EUR 7,256 thousand under “Changes in fair value of financial

instruments” in the accompanying consolidated income statement.

The detail of the derivative financial instruments included in the accompanying consolidated statement

of financial position at 31 December 2025 and 2024 is as follows:

2025

	Thousands of euros
	Assets	Liabilities
	Financial	Financial
Non-current:
Interest rate derivatives	(229)	8,260
Current:
Interest rate derivatives	-	351
Total derivatives recognised	(229)	8,611

2024

.

	Thousands of euros
	Assets	Liabilities
	Financial	Financial
Non-current:
Interest rate derivatives	(1,622)	20,941
Current:
Interest rate derivatives	-	(282)
Total derivatives recognised	(1,622)	20,659

67

In 2024, the Group arranged an interest rate hedge to cover the mortgage loan with Caixabank until its

maturity in March 2034 for a notional amount of EUR 150 million to EUR 135 million and a fixed cost

of 2.598%.

In addition, the Group arranged an interest rate hedge in 2024 to cover the mortgage loan with Novo

Banco until its maturity in June 2031 for a notional amount of EUR 134 million and a fixed cost of

2.553%.

In 2025, the Group arranged an interest rate hedge to cover the loan with Mediobanca until its maturity

in March 2031 for a notional amount of EUR 100 million and a fixed cost of 2.263%.

The interest rate derivatives contracted by the Group and their fair values are as follows:

2025

		Thousands of euros
			Outstanding notional amount at each date
	Interest	Fair					Subsequent
	Contracted	Value	2025	2026	2027	2028	years
Syndicated Parent Company	2.537%	7,341	665,000	665,000	665,000	-	-
Non-mortgage - Parent Company	2.356%	221	160,000	160,000	160,000	100,000	100,000
Mortgage - Parent Company	2.469%	44	329,063	328,313	327,000	325,500	323,719
Mortgage - Other spanish subsidiaries	0.310%	(229)	41,712	-	-	-	-
Mortgage - Portugal	2.553%	654	134,000	134,000	134,000	134,000	134,000
		8,031	1,329,775	1,287,313	1,286,000	559,500	557,719

2024

			Outstanding notional amount at each date
	Interest	Fair					Subsequent
	Contracted	Value	2024	2025	2026	2027	years
Syndicated Parent Company	2.537%	10,958	665,000	665,000	665,000	665,000	-
Non-mortgage - Parent Company	2.512%	883	60,000	60,000	60,000	60,000	-
Mortgage - Parent Company	2.363%	6,208	329,719	329,063	328,313	327,000	325,500
Mortgage - Other spanish subsidiaries	0.310%	(1,622)	67,900	67,900	-	-	-
Mortgage - Portugal	2.553%	2,893	134,000	134,000	134,000	134,000	134,000
		19,320	1,256,619	1,255,963	1,187,313	1,186,000	459,500

The Group has opted for hedge accounting, suitably designating the hedging relationships in which

these financial instruments are hedging instruments of the financing used by the Group. In this

manner, the Group has neutralized flow variations stemming from interest payments and fixed the rate

to be paid for said financing. The derivatives that are highly effective, prospectively and

retrospectively, on a cumulative basis, since the date of designation are those associated with the new

syndicated financing, the bilateral loan with Banco Sabadell, the mortgage loans with BBVA,

Caixabank and Novo Banco, and the non-mortgage loan with Caixabank, with their changes in value

therefore recognised under “Equity”.

The Group recognised the fair value of the derivatives that meet the requirements for effectiveness

under “Equity”, only taking into consideration the tax effect on the derivatives associated with the

mortgage loan from Novo Banco. The Group did not consider any tax effect for the rest of the

derivatives as a result of applying the REIT regime. The Group recognised income of EUR 54

thousand in 2025 (income of EUR 501 thousand in 2024) under “Changes in fair value of financial

instruments” in the consolidated income statement as a result of the derivative financial instruments

that did not meet the hedging requirements due to ineffectiveness and cancellations.

68

On adopting IFRS 13, the Group adjusted the measurement techniques for calculating the fair value of

its derivatives. The Group includes a bilateral credit risk adjustment to reflect both the own credit risk

and the counterpart party risk in the measurement of the fair value of the derivatives. The Group

applied the discounted cash flow method, considering a discount rate affected by its own credit risk.

To calculate the fair value of the financial derivatives, the Group used generally accepted

measurement techniques in the market, which account for current and future expected exposure,

adjusted by the probability of default and the potential loss given default affecting the contract. The

CVA (Credit Value Adjustment) or counterparty credit risk and DVA (Debt Value Adjustment) or own

credit risk were therefore estimated.

Current and expected exposure in the future is estimated using simulations of scenarios of fluctuations

in market variables, such as interest rate curves, exchange rates and volatilities as per market

conditions at the measurement date.

Furthermore, for the credit risk adjustment, the Group's net exposure has been taken into account with

regards to each of the counterparties, if the financial derivatives arranged with them are within a

financial transaction framework agreement that provides for netting positions. For counterparties for

whom credit information is available, the credit spreads have been obtained from the CDS (Credit

Default Swaps) quoted in the market; whereas for those with no available information, references from

peers have been used. The Group hired an independent expert to measure the fair value of the

derivatives.

The impact of interest rate derivatives on liabilities and on profit or loss before tax of a 5% change in

the estimated credit risk rate at 31 December 2025 and 2024 would be as follows:

2025

	Thousands of euros
Scenario	Liabilities	Equity	Consolidated profit before tax
5% rise in credit risk rate	(22,400)	22,385	15
5% reduction in credit risk rate	23,053	(23,038)	(15)

2024

	Thousands of euros
Scenario	Liabilities	Equity	Consolidated profit before tax
5% rise in credit risk rate	(25,732)	25,385	347
5% reduction in credit risk rate	26,568	(26,217)	(351)

14.4 Reconciliation of the carrying amount of the liabilities arising from financing activities

The breakdown of the financing activities and their impact on the Group's cash flows, using

undiscounted amounts, during 2025 and 2024 is as follows:

69

2025

		Thousands of euros
	31/12/2024	Impact on cash		No impact on cash
		Principal Debt	Interest paid	Reclasification		Accrued interest	Other adjustments	31/12/2025
Long-term loans	1,513,644	132,188	-	(70,750)		-	-	1,575,082
Short-term loans	3,895	(28,945)	(56,832)	70,750		56,281	(2)	45,147
Short-term revolving credit facilities	510	-	(2,579)	-		2,587	-	518
L/T bonds	2,800,000	550,000	-	(800,000)		-	-	2,550,000
S/T bonds	621,654	(600,000)	(65,000)	800,000		64,978	-	821,632
	4,939,703	53,243	(124,411)	-		123,846	(2)	4,992,379

2024

			Thousands of euros
		31/12/2023	Impact on cash		No impact on cash
			Principal Debt	Interest paid	Reclasification		Accrued interest	Other adjustments	31/12/2024
	Long-term loans	1,224,615	290,407	-	(1,369)		-	(9)	1,513,644
	Short-term loans	4,378	(2,350)	(66,182)	1,369		66,681	(1)	3,895
	Short-term revolving credit facilities	525	-	(2,621)	-		2,606	-	510
	L/T bonds	3,300,000	100,000	-	(600,000)		-	-	2,800,000
	S/T bonds	20,966	889	(65,000)	600,000		64,799	-	621,654
		4,550,484	388,946	(133,803)	-		134,086	(10)	4,939,703

Furthermore, within the framework of the interest rate swaps arranged (see Note 14.3), the net

balance of the settlements amounted to EUR 1,932 thousand in 2025 (EUR 14,395 thousand in 2024).

14.5 Debt arrangement expenses

The changes in debt arrangement expenses in 2025 and 2024 are as follows:

	Thousands of euros
	31/12/2024	Allocation to profit and loss account – Amortised cost	Impact of IFRS 9 on income statement	Capitalisations	31/12/2025
				of arrangement expenses
Non-mortgage financing	6,390	(1,671)	-	1,415	6,134
Mortgage loans - other assets	4,993	(741)	(421)	-	3,831
Debentures and bonds	19,248	(5,220)	-	4,637	18,665
	30,631	(7,632)	(421)	6,052	28,630

70

		Thousands of euros
		31/12/2023	Allocation to profit and loss account – Amortised cost	Impact of IFRS 9 on income statement	Capitalisations	31/12/2024
					of arrangement expenses
	Non-mortgage financing	7,363	(1,713)	-	740	6,390
	Mortgage loans - other assets	2,996	(613)	(364)	2,974	4,993
	Debentures and bonds	16,663	(5,390)	-	7,975	19,248
		27,022	(7,716)	(364)	11,689	30,631

.

15.    Other current and non-current liabilities

The detail of these headings at 31 December 2025 and 2024 is as follows:

	Thousands of euros
	2025		2024
	Non-current	Current	Non-current	Current
Other provisions	12,987	-	11,390	-
Guarantees and deposits received	103,034	11,032	91,152	4,805
Other payables	69,286	3,240	73,820	2,834
Other (Note 9)	-	-	16,407	-
Borrowings from Group companies and associates	99,487	-	13,384	-
Other current liabilities	-	10,848	-	10,844
Total	284,794	25,120	206,153	18,483

“Payable to Group companies and associates” includes the provision that the Group recognised as a

result of the commitment it has with the associate Edged Spain, S.L. based on the future profitability of

the data centres (see Note 19) and that the Group recognised as an increase.

“Other provisions” includes provisions for measuring the risk associated with a number of lawsuits and

claims filed by third parties arising from the Group’s activities, which have been recognised in

accordance with the best estimates to date, the provision corresponding to the long-term variable

remuneration to be paid in the amount of EUR 6,322 thousand (EUR 4,511 thousand in 2024) and the

provision relating to the delivery of options under the 2025-2027 Incentive Plan amounting to EUR

1,109 thousand (see Notes 5 and 20).

In addition, “Other provisions” includes liabilities for tax charges that are uncertain as to their amount

or timing, whereby it is probable that an outflow of resources will be required to settle these obligations

as the result of a present obligation.

On 10 January 2022, the tax authorities notified the Parent of the commencement of a tax audit

relating to corporation tax, value added tax and tax withholdings for various years. Based on the best

estimates of the amounts to be paid as a result of the assessments arising from this tax audit and

supplementary tax returns for the years subsequent to those reviewed, in 2023 the Group recognised

a provision of EUR 5,862 thousand under “Provisions” in the accompanying consolidated income

statement for that year. On 21 February 2024, the following assessments were signed on an

uncontested basis:

• Corporation tax for 2016 to 2019, by virtue of which it was determined that EUR 13,984

thousand was to be refunded to the Parent, which includes the tax charge and late payment

interest. This assessment recognises the effects of the ruling of 19 January 2024 handed

down by the Spanish Constitutional Court, which renders null and void certain provisions of

71

Royal Decree Law 3/2016 that had an impact on taxable profit for corporation tax for 2016 to

2019.

• Value added tax for 2018 to 2019, by virtue of which EUR 799 thousand was determined to be

payable by the Parent to the tax authorities, which includes the tax charge and late payment

interest.

• Tax withholdings on non-resident income tax for 2018 to 2019, by virtue of which EUR 834

thousand was determined to be payable by the Parent to the tax authorities, which includes

the tax charge and late payment interest.

• Tax withholdings and prepayments on income from movable capital for 2018 and 2019, by

virtue of which it was determined that no amount was to be paid or refunded.

On 2 April 2024, the tax authorities issued a net refund to the Parent for the amounts relating to the

assessments described above.

In 2024, the Parent made a voluntary adjustment by filing supplementary self-assessments for VAT

and non-resident income tax for 2020 to 2024. These self-assessments resulted in tax payable by the

Parent to the tax authorities of EUR 2,234 thousand, which included the tax charge and late payment

interest.

“Guarantees and deposits received” primarily includes the amounts deposited by lessees to secure

leases and that will be returned at the end of the lease term.

The Parent and the majority of its subsidiaries adhere to the REIT regime. Under this regime, gains

from the sale of assets are taxed at 0%, provided that certain requirements are met (basically, the

assets must have been held by the REIT for at least three years). Any gains from the sale of assets

acquired prior to joining the REIT tax regime will be distributed on a straight-line basis (unless proven

to be distributed otherwise) over the period during which the REIT owned them. Any gains generated

prior to joining the REIT tax regime will be taxed at the general rate, while a rate of 0% will be applied

for the other years. In this regard, the Parent’s directors estimated the tax rate applicable to the tax

gain on the assets acquired prior to their inclusion in the REIT tax regime (calculated in accordance

with the fair value of the assets obtained from the appraisals at the date of the business combination

and at 31 December 2025), recognising the related deferred tax liability.

The Parent’s directors do not envisage disposing of any of the investment property acquired after the

Parent and its subsidiaries adhered to the REIT tax regime within three years and, therefore, have not

recognised the deferred tax liability corresponding to the changes in fair value since the assets were

acquired as the applicable tax rate is 0%.

72

16.    Trade and other payables

The detail of this heading at 31 December 2025 and 2024 is as follows:

	Thousands of euros
	2025	2024
Current:
Suppliers	178,543	116,530
Payables to suppliers - Group companies and associates	3,711	502
Various creditors	28,340	10,448
Pendings remunerations	16,248	12,778
Other payables to public authorities (Note 17)	30,649	26,253
Advances from customers	19,555	22,915
	277,046	189,426

The carrying amount of the trade payables is similar to their fair value.

In 2025 and 2024, the Group does not have any reverse factoring contracts with suppliers.

Information on the average period of payment to suppliers. Final Provision Two of Law 31/2014,

of 3 December

The information required by additional provision three of Spanish Law 15/2010, of 5 July (amended by

final provision two of Spanish Law 31/2014, of 3 December), prepared in accordance with the Spanish

Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 on the disclosures to be included

in the notes to financial statements in relation to the average period of payment to suppliers in

commercial transactions, is detailed below.

	Days
	2025	2024
Average period of payment to suppliers	45	43
Ratio of transactions settled	46	44
Ratio of transactions not yet settled	40	39

	Thousands of euros
	2025	2024
Total payments made	647,898	443,227
Total payments outstanding	93,569	68,042

For the exclusive purpose of providing the information envisaged in this Resolution, payable to

suppliers are considered trade payables for debts with suppliers of goods and services, included

under “Trade and other payables” under current liabilities in the accompanying balance sheet.

"Average period of payment to suppliers" is taken to be the period that elapses from the delivery of the

goods or the provision of the services by the supplier to the effective payment of the transaction.

The maximum legal period applicable to the Group in accordance with Law 11/2013, of 26 July was 30

days following the publication of the above law to date (unless the terms established therein are met

that would enable the above maximum period to be extended up to 60 days).

73

The monetary volume and number of invoices paid within the established legal period of 60 days are

detailed below.

	2025	2024
Monetary volume (thousands of euros)	509,944	360,676
Percentage of total payments made	78.7%	81.4%
Number of invoices	38,815	33,314
Percentage of total invoices	84.3%	78.3%

17.    Tax situation

a) Tax receivables and tax payables

The detail of the main tax receivables and payables at 31 December 2025 and 2024 is as follows:

2025

	Thousands of euros
	Tax assets		Tax liabilities
	No		No
	Current	Current	Current	Current
Public Treasury for withholdings and other items	-	28,484	-	27,678
VAT	-	5,728	-	2,558
Tax assets	53,404	-	-	-
Corporate income tax	-	-	-	7,103
Payable to the Social Security	-	-	-	413
Deferred tax liabilities	-	-	627,862	-
	53,404	34,212	627,862	37,752

2024

	Thousands of euros
	Tax assets		Tax liabilities
	No		No
	Current	Current	Current	Current
Public Treasury for withholdings and other items	-	19,187	-	23,882
VAT	-	269	-	2,013
Tax assets	53,321	-	-	-
Corporate income tax	-	-	-	6,859
Payable to the Social Security	-	-	-	358
Deferred tax liabilities	-	-	607,562	-
	53,321	19,456	607,562	33,112

74

b) Reconciliation of the taxable profit in relation to the applicable tax rate

At 31 December 2025, the taxable profit was calculated as the accounting profit for the year plus the

effect of changes in the fair value of investment property, and temporary differences due to the existing

limitations. At the reporting date of these accompanying consolidated financial statements, the Group

did not recognise any deferred tax assets in this regard, as it is generally subject to a tax rate of 0% as

the Parent and the majority of the subsidiaries adhere to the REIT regime.

The reconciliation of the accounting profit to the consolidated tax expense in 2025 and 2024 is as

follows:

	Thousands of euros
	2025	2024
Profit/(Loss) before tax	813,251	295,954
25% Tax rate in Spain	203,313	73,989
Tax effect of amounts that are non-deductible (taxable)
Impairment of goodwill	(5,790)	(5,790)
Application of IAS 40 (amortization and change in fair value)	(148,743)	(23,768)
Amortization of intangibles	(1,391)	(1,712)
Employee stock option plan	(3,395)	(2,103)
Dividends paid to shareholders	21,660	20,474
Other adjustments	(10,178)	(665)
Subtotal	55,476	60,425
Tax rate difference under SOCIMI regime	(24,689)	(47,531)
Difference in foreign tax rates	(3,665)	(699)
Income tax	27,122	12,195

The Parent and a significant number of its subsidiaries adhere to the REIT regime. As indicated in

Note 5.13,the taxation of this scheme is based at a rate of 0%, provided that certain requirements are

met.

In connection with the application of IAS 40 (depreciation and revaluation), the amounts relate to the

tax effect of changes in the value of investment property (IAS 40 - fair value model) and depreciation

charges on investment property not included in profit before tax in the accompanying consolidated

income statement.

As the Parent's directors plan and state that investment property acquired by subsidiaries already

subject to the REIT tax regime will not be sold within three years, the fair value adjustment in 2025

and 2024 is taxed at 0% and therefore the deferred tax liability is also zero.

Other adjustments include the profit or loss of companies accounted for using the equity method.

75

c) Reconciliation of accounting profit and tax expense

	Thousands of euros
	2025	2024
Current tax
Corporate income tax current fiscal year	7,316	6,288
Corporate income tax previous fiscal year	139	147
Total corporate current tax expense	7,455	6,435
Deferred tax
Expense for change in value of investment property (IAS 40)	22,836	3,052
Other Decrease / (Increase) tax assets	(633)	10,729
Other (Decrease) / Increase deferred tax liabilities	(2,536)	(8,021)
Total corporate deferred tax expense	19,667	5,760
Total corporate income tax expense	27,122	12,195

The deferred tax for the appreciation in value of the assets at fair value relates to the tax effect of the

non-REIT subsidiaries (resident in Portugal, which meet the requirements of Article 2.1.c) of the REITs

Act to be considered as eligible assets for the purposes of the above tax regime). The amount is the

result of applying the tax rate that the Parent’s directors consider will be applicable to the capital gains.

The decreases in deferred tax assets recognised in 2024 mainly related to the effect of the ruling

handed down by the Constitutional Court on 19 January 2024, which annulled certain provisions of

Royal Decree Law 3/2016 that had an impact on the taxable profit for income tax purposes for 2016 to

2019 and 2021 to 2022, and the derecognition of reinvestment tax credits that had expired at the end

of 2024.

d) Deferred tax assets recognised

The detail of the tax loss carryforwards at 31 December 2025 is as follows:

2025

	Thousands of euros
	Recognised	Fiscal
	Tax base	credit
Tax loss carryforwards:
2009	59,924	14,981
2010	1,650	413
2011	86,402	21,600
2014	13,313	3,328
2018	718	180
2019	1,662	416
2020	8,307	2,077
2022	1	-
2023	32,259	8,065
2025	1,281	275
Total tax loss carryforwards	205,517	51,335
Other deferred taxes recognised	8,280	2,069
Total capitalised deferred tax assets	213,797	53,404

“Other deferred taxes recognised” mainly includes tax credits yet to be applied, mainly due to

reinvestment.

76

The deferred tax assets indicated above were recognised in the consolidated statement of financial

position because the Parent’s directors considered that, based on their best estimate of the Group’s

future earnings, including certain tax planning measures, it is probable that these assets will be

recovered.

The detail of the tax assets not recognised at 31 December 2025 is as follows:

	Thousands of euros
	Not recognised
	Tax base
Tax loss carryforwards:
2009	50,170
2010	5,458
2011	1,214
2012	1,676
2013	440
2014	17,987
2016	456
2017	2,199
2018	1,236
2019	2,845
2020	6,149
2021	6,828
2022	6,138
2023	27,534
2024	8,405
2025	6,047
Total tax loss carryforwards	144,782

e)Deferred tax liabilities

As indicated above, the deferred tax liabilities arise mainly from the business combinations performed

in recent years and the non-REIT subsidiaries (resident in Portugal, which meet the requirements of

article 2.1 (c) of the REIT Law to be considered as eligible assets for that regime).

The changes at 31 December 2025 and 2024 are as follows:

	Thousands of
	euros
Total deferred tax liabilities at 31 December 2023	613,190
Increase in value of investment property	3,352
Reductions due to disposals	(8,437)
Temporary differences	(543)
Total deferred tax liabilities at 31 December 2024	607,562
Increase (decrease) in value of investment property	22,836
Reductions due to disposals	(332)
Temporary differences	(2,204)
Total deferred tax liabilities at 31 December 2025	627,862

77

As stipulated in Note 17.b, the increase in value of investment property acquired by subsidiaries

subject to the REIT regime generate temporary differences at a tax rate of 0%, whereby no deferred

tax liability has been recognised.

f) Years open to audit and tax inspections

Under the current law, taxes cannot be considered to have been definitively settled until the tax returns

filed have been reviewed by the tax authorities or until the four-year limitation period has elapsed. At

year-end 2025, the Parent had 2021 to 2024 open for review for income tax, 2022 to 2025 for VAT and

tax withholdings on income tax and non-resident income tax, and 2023 to 2026 for the tax on

economic activities and property tax. The subsidiaries had 2021 to 2024 open for review for income

tax, 2022 to 2025 for VAT and tax withholdings on income tax and non-resident income tax, and 2023

to 2026 for the tax on economic activities and property tax.

The Parent’s directors consider that the tax returns for the above taxes have been filed correctly and,

therefore, even in the event of discrepancies in the interpretation of current tax law in relation to the

tax treatment afforded to certain transactions, such liabilities as might arise would not have a material

effect on the accompanying consolidated financial statements. Also, Law 34/2015, of 21 September,

partially amending Law 58/2003, of 17 December, on General Taxation establishes the right of the tax

authorities to initiate a review and investigation procedure of the tax losses offset or carried forward or

tax credits taken or carried forward, which will become statute barred after ten years from the day on

which the regulatory period established for filing the tax return or self-assessment relating to the year

or the tax period in which the right to offset the tax loss or to apply the tax credits arose.

g) Disclosure requirements arising from REIT status, Law 11/2009, amended by Law 16/2012

and 11/2021

The disclosure requirements arising from the Parent and certain subsidiaries being considered REITs

are included in the related notes of the separate financial statements.

18.    Revenue and expenses

a) Net income

The breakdown of ordinary income of the Group relating to 2025 and 2024 is as follows:

	Thousands of euros
	2025	2024
Rental income	509,823	470,589
Income from services rendered	29,140	23,983
	538,963	494,572

b) Other operating expenses

The breakdown of the balance of this heading in the accompanying consolidated income statement for

2025 and 2024 is as follows:

78

	Thousands of euros
	2025	2024
Non-recoverable expenses of leased properties	54,229	52,326
Overheads-
Professional services	12,579	13,014
Headquarters  expenses	2,768	2,783
Insurance	607	600
Other	4,514	5,534
Costs associated with asset acquisitions and financing	1,919	5,971
Losses on, impairment of and change in provisions	864	155
Other current operating expenses	16,553	16,100
Other expenses	774	105
	94,807	96,588

In 2025, the Group obtained income as a result of having passed on the rental property expenses to

tenants amounting to EUR 111,010 thousand (EUR 100,876 thousand in 2024).

c) Staff costs and average headcount

The breakdown of the staff costs in 2025 and 2024 was as follows:

	Thousands of euros
	2025	2024
Wages, salaries and similar expenses	36,831	29,243
Termination benefits	153	34
Social security costs	3,963	3,603
Other employee benefit costs	714	515
Long-term incentive plan (Notes 5 and 20)	13,582	2,804
	55,243	36,199

In 2025 and 2024, the amount recognised under “Wages, salaries and similar expenses” included

EUR 17,768 thousand and EUR 12,225 thousand, respectively, as a provision for short-term variable

remuneration.

The average number of employees at the various Group companies in 2025 was 292 (276 in 2024).

A breakdown of the headcount at 2025 and 2024 year-end, by category, is as follows:

2025

	Women	Men	Total
Senior management	1	28	29
Middle management	32	53	85
Other professionals	109	72	181
	142	153	295

79

2024   

	Women	Men	Total
Senior management	1	28	29
Middle management	32	51	83
Other professionals	108	73	181
	141	152	293

The average number of employees in 2025 and 2024 with a disability equal to or greater than 33%, by

category, was as follows:

Categories	2025	2024
Senior management	-	-
Middle management	1	1
Other professionals	5	5
	6	6

d) Finance income and costs

The detail of the balances of these headings in the accompanying consolidated income statement is

as follows:

	Thousands of euros
	2025	2024
Finance income:
Interest on loans	1,914	1,910
Interest on deposits and current accounts	30,778	37,354
Other financial income	2,677	2,896
	35,369	42,160
Finance costs:
Interest on loans and other credits	(135,938)	(130,214)
Other finance costs	(4,979)	(4,544)
	(140,917)	(134,758)
Net finance expense	(105,548)	(92,598)

In 2025, the finance costs mainly included the interest corresponding to the bank borrowings and

debentures detailed in Note 14 amounting to EUR 58,867 thousand and EUR 64,978 thousand,

respectively (EUR 69,287 thousand and EUR 64,799 thousand, respectively, in 2024). These amounts

do not include the amortisation of the debt arrangement expenses amounting to EUR 8,053 thousand

(EUR 8,080 thousand in 2024), as a result of applying the effective interest rate to the financial debt

(see Note 14.5), the finance costs associated with the interest rate derivatives amounting to EUR

4,040 (income of EUR 11,953 thousand in 2024) or the finance costs for discounting the liabilities in

accordance with IFRS 16 (see Note 7) amounting to EUR 4,052 thousand (EUR 3,442 thousand in

2024).

In 2025, the finance income generated by short-term bank deposits and interest-bearing current

accounts amounted to EUR 30,778 thousand (EUR 37,354 thousand in 2024).

80

e) Contribution to consolidated profit

The contribution of each subsidiary included in the scope of consolidation to profit for 2025 and 2024

was as follows:

	Thousands of euros
Company	2025	2024
Global integration:
Merlin Properties SOCIMI, S.A.	109,914	59,118
Merlin Retail, S.L.	46,609	13,409
Merlin Oficinas, S.L.	50,499	46,353
Merlin Logística, S.L.	322,785	40,433
Varitelia Distribuciones, S.L.U.	15,519	7,094
La Vital Centro Comercial y de Ocio, S.L.	(308)	5,234
Global Carihuela Patrimonio Comercial, S.L.U.	4,669	740
Parques Logísticos de la Zona Franca, S.A.	86,018	29,750
Sevisur Logística, S.A.	(8,412)	4,544
The Exhibitions Company, S.A.	(676)	(1,155)
Innovación Colaborativa, S.L.U.	8,468	2,764
Promosete Invest. Inmobiliaria, S.A.	1,905	2,452
Praça do Marqués - Servicios auxiliares, S.A.	5,143	4,086
MPCVI - Compra e Venda Imobiliária, S.A.	1,257	1,244
MPEP - Properties Escritórios Portugal, S.A.	1,405	2,419
MP Monumental, S.A.	3,782	5,449
MP Torre A, S.A.	994	(159)
Forum Almada – Gestao Centro Comercial, Lda	40,616	29,813
Torre dos Oceanus Investimentos Imobiliários, S.A.	2,535	1,947
Torre Arts Investimentos Imobiliários, S.A.	7,107	5,158
Torre Fernão Magalhães Investimentos Imobiliários, S.A.	1,995	2,215
VFX Logística, S.A.	53,657	(5,752)
MPLIB -  Investimentos Imobiliários, Unipessoal Lda.	2,506	12,222
Other companies	106	308
Equity method:
Centro Intermodal de Logística, S.L.	22,453	1,555
Paseo Comercial Carlos III, S.A.	2,230	7,411
Provitae, S.L.	(56)	(65)
Silicius Real Estate SOCIMI S.A.	(209)	(1,850)
Crea Madrid Nuevo Norte, S.A.	(1,191)	(658)
Other investments	4,809	7,680
Total	786,129	283,759

81

19.    Related party transactions

Related transactions performed by the Parent or its Subsidiaries with directors, with a holding of 10%

or more of the voting rights or represented on the Parent's Board, or with any other persons that must

be considered related parties in accordance with International Accounting Standards, adopted in

accordance with Regulation (EC) 1606/2002 of the European Parliament and of the Council of 19 July

2002 on the application of international accounting standards, are considered related transactions.

At 31 December 2025 and 2024, the detail of transactions that are significant in amount or material,

carried out between the Parent or its Group companies and related parties, is as follows:

2025

	Nature of relationship	Thousands of euros
Related party		Revenue	Expense	Assets	Liabilities
Banco Santander, S.A. (a)	Financing (*)	2,188	488	-	100,000
Banco Santander, S.A. (a)	Cash	-	-	152,692	-
Banco Santander, S.A. (b)	Lease	744	-	-	364
Banco Santander, S.A. (b)	Services	-	114	-	-
Banco Santander, S.A. (c)	Share increase	-	-	-	-
Pº Comer. Carlos III, S.A. (d)	Financing	382	-	13,398	-
Provitae Centros Asistenciales, S.L. (e)	Financing	31	-	1,322	-
Edged Spain, S.L. (g)	Services	-	5,062	12,489	99,497
		3,345	5,664	179,901	199,861

(*) The liability relates to the portion of the undrawn corporate credit facility corresponding to Banco Santander at 31/12/2025

2024

	Nature of relationship	Thousands of euros
Related party		Revenue	Expense	Assets	Liabilities
Banco Santander, S.A. (a)	Financing (*)	3,026	413	-	100,000
Banco Santander, S.A. (a)	Cash	-	-	111,249	-
Banco Santander, S.A. (b)	Lease	794	-	-	375
Banco Santander, S.A. (b)	Services	-	116	-	-
Banco Santander, S.A. (c)	Asset disposal	-	1,250	-	-
Pº Comer. Carlos III, S.A. (d)	Financing	436	-	13,056	-
Provitae Centros Asistenciales, S.L. (e)	Financing	42	-	1,262	-
Silicius Real Estate SOCIMI, S.A. (f)	Financing	-	-	-	450
Edged Spain, S.L. (g)	Services	-	2,511	11,408	13,384
		4,298	4,290	136,975	114,209

(*) The liability relates to the portion of the undrawn corporate credit facility corresponding to Banco Santander at 31/12/2024

Transactions executed with significant shareholders

In 2025, the only shareholder considered a significant shareholder pursuant to current regulations was

Banco Santander, S.A.

a)Financing transactions

At 31 December 2025, the Group had no loans taken out with shareholders except for a corporate

credit facility of EUR 740 million, which was not drawn down at 31 December 2025, in which Banco

Santander, S.A.’s share was EUR 100 million (see Note 14).

82

At 31 December 2025, the Group had bank balances deposited with Banco Santander, S.A.

amounting to EUR 152,692 thousand (EUR 111,249 thousand at 31 December 2024), which include

accounts on behalf of the associate Edged Spain, S.L.U. amounting to EUR 24 thousand (EUR 924

thousand at 31 December 2024) and Edged Portugal, Unip. L.D.A. amounting to EUR 15 thousand

(company incorporated in 2025).

In 2025, the finance costs incurred in transactions with Banco Santander, S.A. amounted to EUR 488

thousand (EUR 413 thousand in 2024), which included EUR 112 thousand in guarantee fees and EUR

27 thousand in current account management expenses (EUR 16 thousand and EUR 42 thousand in

2024, respectively).

The Banco Santander, S.A. Group granted guarantee facilities to the MERLIN Group amounting to

EUR 25,395 thousand (EUR 3,069 thousand in 2024).

The income of EUR 2,188 thousand (EUR 3,026 thousand in 2024) relates to ordinary remuneration of

the current accounts held by MERLIN Properties SOCIMI, S.A. with Banco Santander.

b)Leases and services rendered

In 2025 the Group had 3 leases with Banco Santander Group in various office properties and

shopping centres. The terms of the leases cover a period of up to 5 years and in 2025 they generated

income amounting to EUR 744 thousand (EUR 794 thousand in 2024), which includes rental income,

and income from parking spaces and the assignment of space for ATMs in shopping centres. The

security deposits received for these leases amounted to EUR 364 thousand (EUR 376 thousand in

2024).

In addition, the Group contracted organisational services for the General Meeting and shareholder

registration services amounting to EUR 80 thousand, in addition to agent services for the listing on the

Euronext Lisbon stock exchange and agent services for dividends amounting to EUR 34 thousand.

c)  Increase in the Parent’s share capital

On 24 July 2024, MERLIN Properties SOCIMI, S.A. increased capital by means of an accelerated

bookbuilding process with a charge to monetary contributions and with the disapplication of pre-

emption rights through the issue of 93,954,149 ordinary MERLIN shares, each with a par value of one

euro (EUR 1.00), of the same class and series as the shares currently outstanding (see Note 13.1).

As a result of this capital increase, the following transactions were performed with significant

shareholders:

• Shareholding of Banco Santander, S.A. as the Agent Bank (EUR 50 thousand; 0.005% of the

issue) and as the Co-Global Coordinator, with the fee invoiced in this transaction amounting to

EUR 1,250 thousand, of which EUR 50 thousand are considered as the agent bank fee and

EUR 1,200 thousand as the basic fee and discretionary fee.

• Banco Santander, S.A., which directly or indirectly holds approximately 24.6% of MERLIN’s

share capital, subscribed 23,094,534 new shares, thus maintaining its holding in MERLIN’s

share capital after the capital increase (at the same 24.6%).

• Nortia Capital Investment Holding, S.L., which directly or indirectly holds approximately 8.17%

of MERLIN’s share capital, subscribed 7,674,216 new shares, thus maintaining its holding in

MERLIN’s share capital after the capital increase (at the same 8.17%).

The above related party transactions in connection with the capital increase were reported by the Audit

and Control Committee to the Board on 22 July 2024. These reports, in compliance with current law,

were sent to the CNMV (registration numbers 29819 and 29820) and published on the corporate

website: https://ir.merlinproperties.com/regulador/operaciones-vinculadas/

83

Transactions performed with the directors

In addition, the capital increase of MERLIN Properties SOCIMI, S.A. carried out on 24 July 2024

resulted in the following transaction related to the Company’s directors:

• Pre-emption right by the Chief Executive Officer, holder of approximately 0.14% of the share

capital, and by the Managing Director, holder of approximately 0.13% of the share capital,

subscribing 131,893 and 124,392 new shares, respectively, in the capital increase, thus

maintaining their holding in MERLIN’s share capital after the capital increase.

Transactions with companies accounted for using the equity method

d)Paseo Comercial Carlos III S.A.

At 31 December 2025, the Parent had an outstanding loan for EUR 13,398 thousand as regards the

associate Paseo Comercial Carlos III, S.A. (owner of a shopping centre in Madrid).

This loan includes the renewal in 2025 of the initial loan for EUR 2,500 thousand and the accrued

interest amounting to EUR 898 thousand (EUR 517 thousand at 31 December 2024), with finance

income in 2025 amounting to EUR 382 thousand.

In the first half of 2024, the Group carried out a novation of this loan, which led to an additional EUR

10,000 thousand being granted. This additional facility is part of the guarantee requested of the

shareholders by the Company’s lending institutions.

In the fourth quarter of 2025, the Company repaid EUR 2,539 thousand of the initial loan (initially

granted in two tranches in 2020 and 2021) and subsequently extended this financing by EUR 2,500

thousand, which resulted in an overall net decrease in debt of EUR 39 thousand. The accrued interest

payable of EUR 134 thousand corresponding to the initial loan was also paid.

e)Provitae Centros Asistenciales, S.L.

At 31 December 2025, the Parent had an outstanding loan amounting to EUR 1,322 thousand (EUR

1,262 thousand at 31 December 2024), which includes EUR 255 thousand (EUR 224 thousand in

2024) in accrued interest, granted on 10 January 2002 to the associate Provitae Centros

Asistenciales, S.L., which owns a plot of land in Villajoyosa. The finance income for 2025 amounted to

EUR 31 thousand.

f)Silicius Real Estate SOCIMI, S.A.

At 31 December 2025, the Parent did not have any outstanding obligations.

g) Edged Spain, S.L.

Under the agreements between MERLIN and its subsidiaries that own the data centres currently

operated and Edged Spain, S.L., there are a series of commitments based on the overheads, turnover

and future profitability of these data centres and, therefore, the MERLIN Group recognised EUR 5,062

thousand in expenses, EUR 12,489 thousand in assets and EUR 99,487 thousand in liabilities in

2025, respectively (EUR 2,511 thousand, EUR 11,408 thousand and EUR 13,384 thousand in 2024).

84

Dividends and other profits distributed to related parties (thousands of euros)

	Thousands of euros
	2025	2024
Significant shareholders	57,690	52,086
Banco Santander, S.A.	57,690	52,086
Directors and managers	3,096	2,966
Directors	1,840	1,757
Executives	1,256	1,209
	60,786	55,052

.

20.    Information on Directors

The Parent’s directors and the parties related to them did not have any conflicts of interest that had to

be reported in accordance with that set out in Article 229 of the consolidated text of the Corporate

Enterprises Act.

Directors' compensation and other benefits

At 31 December 2025 and 2024, salaries, per diem attendance fees and other remuneration earned

by members of the Parent’s governing bodies totalled EUR 8,198 thousand and EUR 6,791 thousand,

respectively, as detailed below:

	Thousands of euros
	2025	2024
Fixed and variable remuneration	7,960	6,492
Statutory compensation	-	-
Termination benefits	-	-
Per diems	222	288
Life and health insurance	16	11
	8,198	6,791

In addition to the above amounts, in 2025 the executive directors received payments totalling EUR

2,501 thousand corresponding to the variable remuneration for 2024 and the deferred variable

remuneration for 2022 and 2023. At 31 December 2025, the accrued amounts payable related to the

variable remuneration for 2023 to 2025 and amounted to EUR 5,730 thousand, of which EUR 2,549

thousand are recognised under “Non-current provisions” and EUR 3,181 thousand under “Trade and

other payables” in the accompanying consolidated balance sheet.

In 2025, the executive directors received 87,164 shares corresponding to the settlement of the

2022-2024 Incentive Plan.

As regards golden parachute clauses for the Parent’s executive directors in the event of dismissal or a

takeover, these golden parachute clauses provide for compensation that represented a total

commitment of EUR 12,100 thousand at 31 December 2025.

The breakdown, by board member, of the amounts disclosed above is as follows:

85

		Thousands of euros
		2025	2024
Director:
Remuneration of board members
José Luis de Mora Gil-Gallardo	Chairman - Proprietary director	450	280
Javier García Carranza Benjumea	Chairman - Proprietary director	-	170
Ismael Clemente Orrego	CEO	3,300	2,663
Miguel Ollero Barrera	Executive director	2,750	1,832
María Luisa Jordá Castro	Independent director	177	183
Ana García Fau	Independent director	52	211
George Donald Johnston	Independent director	211	189
Fernando Ortiz Vaamonde	Independent director	151	148
Juan María Aguirre Gonzalo	Independent director	196	183
Pilar Cavero Mestre	Independent director	174	158
Francisca Ortega Hernández Agero	Proprietary director	176	171
Emilio Novela Berlín	Independent director	68	193
Ignacio Gil-Casares Satrústegui	Proprietary director	-	51
Juan Antonio Alcaraz García	Proprietary director	143	148
Inès Archer Toper	Independent director	161	103
Julia Bayón Pedraza	Proprietary director	149	97
Fernando López Muñoz	Proprietary director	24	-
		8,182	6,780

On 16 May 2024, the Parent’s Board accepted and approved the resignation of Javier García

Carranza Benjumea as Board member. At this same meeting, the Parent’s Board unanimously

approved the appointment by co-option of José Luis de Mora Gil-Gallardo as proprietary director

representing the shareholder Banco Santander, S.A., and his appointment as Chairman of the Board

of the Parent, following a favourable report from the Appointments and Remuneration Committee, to

fill the vacancy on the Board.

The shareholders at the Annual General Meeting held on 30 April 2025 established that the Parent’s

Board of Directors would have a total of 14 members.

In 2025, the Board accepted the resignation of director Ana García Fau and mourned the death of

director Emilio Novela. In November 2025, the Board of Directors accepted the resignation of director

Juan Antonio Alcaraz García and unanimously approved the appointment by co-option of Fernando

López Muñoz.

The term of office of director Ignacio Gil Casares Satrústegui ended in 2024. The shareholders at the

Annual General Meeting held on 9 May 2024 approved the appointment of Inès Archer Toper as an

independent director and Julia Bayón Pedraza as a proprietary director representing the shareholder

Banco Santander, S.A.

The Parent has not granted any advances, loans or guarantees to any of its Board members.

The Parent's directors are covered by the "Corporate Third-Party Liability Insurance Policies for

Directors and Executives" taken out by the Parent to cover possible damages that may be claimed,

and that are evidenced as a result of a management error committed by its directors or executives,

and those of its subsidiaries, in discharging their duties. The premium amounted to an annual total of

EUR 232 thousand (EUR 272 thousand in 2024).

86

Remuneration and other benefits of senior executives

The remuneration of the Parent's senior executives, including the Head of Internal Audit and excluding

those who are also Board members (whose remuneration is disclosed above), in 2025 and 2024 is

summarised as follows:

2025

Thousands of euros
Number of persons	Fixed and variable remuneration	Other remuneration	Total
9	9,035	38	9,073

2024

Thousands of euros
Number of persons	Fixed and variable remuneration	Other remuneration	Total
9	5,856	35	5,891

In addition to the above amounts, in 2025 the senior executives received payments totalling EUR

3,605 thousand corresponding to the variable remuneration for 2024 and the deferred variable

remuneration for 2022 and 2023. At 31 December 2025, the accrued amounts payable related to the

variable remuneration for 2023 to 2025 amounted to EUR 8,431 thousand, of which EUR 3,773

thousand are recognised under “Non-current provisions” and EUR 4,658 thousand under “Trade and

other payables” in the accompanying balance sheet.

In 2025, the Parent’s senior executives received 76,231 shares corresponding to the settlement of the

2022-2024 Incentive Plan.

The main features of the long-term incentive plans approved and/or settled at the end of 2025 are

detailed below:

2025-2027 Incentives Plan

The shareholders at the General Meeting held on 30 April 2025 approved a long-term remuneration

plan consisting of the delivery of 5,168,656 shares of the Parent and/or share options (representing

0.92% of the Parent’s share capital at the date of approval) for executive directors, the management

team and other important members of the Group’s workforce (“2025-2027 Incentive Plan”). The

payment procedure will vary, depending on whether the Company’s Board decides to pay the

performance shares in cash or in shares.

The 2025-2027 Incentive Plan consists of a single cycle for measuring the targets that will last three

years, starting on 1 January 2025 and ending on 31 December 2027. If the targets are met, the shares

will be delivered in 2028 once the financial statements for 2027 have been authorised for issue and

audited. Accordingly, the share options will be settled by differences (or in the manner agreed by the

Board at any given time) during the exercise windows established in 2028, 2029 and 2030 (with a

maximum of one exercise window in each year). A maximum of 1,307,738 shares will be allocated to

executive directors. All shares delivered under the 2025-2027 Incentive Plan to executive directors will

be subject to a 2-year retention period.

The specific number of the Parent’s shares that, within the established maximum, will be delivered to

the beneficiaries of the 2025-2027 Incentive Plan at the end of the Plan will be conditional on

achievement of the following targets linked to the creation of shareholder value and sustainability:

87

Metrics	Definition	Weighting
Absolute Total Shareholder Return (TSR)	This is the return on the share taking into account the cumulative change in the Company’s share price, including dividends and other similar items received by the shareholder during the 2025-2027 period.	40%
EPRA NTA per share at 31/12/2027 + Dividends (2025-2027) / share	This is calculated based on the Company’s consolidated equity and by adjusting certain items following EPRA recommendations (including the value of assets on the market and excluding certain items that are not expected to result in sustained property lease business). The EPRA NTA assumes that the companies buy and sell assets, thus crystallising levels of deferred tax liabilities. For the purposes of the Plan, the EPRA NTA at 31 December 2027, as published in MERLIN’s financial statements, will be taken into consideration, plus any dividends paid per share and other similar items received by the shareholder during the target measurement period (2025-2027).	25%
Data centres - MW available for lease as at 31/12/2027	MW installed in data centres that have received the corresponding equipment and electricity supply, which are leased or available for lease at 31 December 2027.	10%
Data centres - Level of Gross Rental Income (GRI) 31/12/2027	Annualised gross rental income from the Data Centre business in December 2027.	10%
Data centres - EBITDA at 31/12/2027	Annualised EBITDA from the Data Centre business in December 2027.	10%
Net carbon emissions	Level of reduction of MERLIN’s CO2 emissions (scope 1 and 2) at 31 December 2027, compared to 31 December 2024, calculated for the comparable portfolio of assets over which the Company has operational control (scope of MERLIN’s Path to Net Zero).	5%

In relation to the market condition ‘Total Shareholder Return’, the Group has applied a valuation

methodology for the underlying assets on the grant date of the incentive associated with a stochastic

Geometric Brownian Motion (GBM) model, combined with a Montecarlo simulation. The Montecarlo

method or Montecarlo simulation is a statistical technique that uses repeated random sampling on a

mathematical model to estimate the probability of different possible outcomes (scenarios) under

uncertainty.

The Montecarlo simulation method applied by the Group is based on a GBM model for assets with

implicit yield (dividend), which allows the Parent’s share price to be estimated at a future date. It is

therefore possible to simulate, using the Montecarlo method, the possible trajectories that the

underlying asset (the Parent’s share price) may follow, based on the repetition of random samples to

obtain different numerical results of the GBM model.

The following components were considered in the GBM model: the share price at the measurement

date, the beginning of the measurement period of the Incentive Plan, the historical volatility of the

share, the risk-free rate and the expected dividend yield of the share during the measurement period

of the Incentive Plan. The stochastic variable is generated by applying a standard normal distribution

N (0.1).

This allowed the statistical average or expected value to be obtained, which corresponds to the spot

price of the Parent’s share at the end of the incentive period.

88

Accordingly, in 2025 the Group recognised an expense of EUR 12,472 thousand with a balancing

entry to reserves and an expense of EUR 1,109 thousand with a balancing entry to non-current

liabilities.

2022-2024 Incentive Plan

The shareholders at the General Meeting held on 4 May 2022 approved a long-term remuneration

plan consisting of the delivery of 3,491,767 ordinary shares of the Parent (representing 0.74% of the

Parent’s share capital at the date of approval), aimed at members of the MERLIN Group’s

management team.

The 2022-2024 Incentive Plan consisted of a single cycle with a target measurement period that lasted

three years, starting on 1 January 2022 and ending on 31 December 2024. If the targets are met, the

shares would be delivered in 2025 once the financial statements for 2024 have been authorised for

issue and audited. All shares delivered under the 2022-2024 Incentive Plan to executive directors are

subject to a 2-year retention period. A maximum of 1,088,082 shares were allocated to executive

directors.

The specific number of the Parent’s shares that, within the established maximum, would be delivered

to the beneficiaries of the 2022-2024 Incentive Plan at the end of the Plan were conditional on

achievement of the following targets linked to the creation of shareholder value and sustainability:

Metrics	Definition	Weighting
Absolute TSR Relative TSR	Absolute Total Shareholder Return (TSR) is the return on the share taking into account the cumulative change in the Company’s share price, including dividends and other similar items received by the shareholder during the 2022-2024 period. Relative TRS measures the performance of the TRS of the Company’s share over the 2022-2024 period in relation to the TRS of the FTSE EPRA Nareit Developed Europe Index over the same period.	50%
EPRA NTA 31/12/2024 + Dividends (2022-2024) / Share	The EPRA NTA is calculated based on the Company’s consolidated equity and adjusting specific items in accordance with EPRA recommendations. Furthermore, the dividends paid and other similar items received by the shareholder during the target measurement period (2022, 2023 and 2024) are taken into account	35%
Net carbon issues	Level of reduction of the Company’s CO2 emissions at 31 December 2024, compared to 31 December 2021, calculated for the comparable portfolio of assets over which the Company has operational control (scope of the Company’s pathway to net zero).	10%
Environment and Company	Progress on the initiatives linked to improving the environment and society. The economic and social impact of the Company’s assets on the local communities around these assets and the various stakeholders will therefore be assessed.	5%

The measurement period for the 2022-2024 Incentive Plan ended on 31 December 2024.

In 2025, and after verifying compliance with the targets set in the 2022-2024 Incentive Plan by the

Parent’s Board, a total of 290,954 shares were delivered to the beneficiaries of this plan.

89

21.    Auditors' remuneration

The shareholders at the Annual General Meeting held on 27 April 2023 approved the appointment of

PricewaterhouseCoopers Auditores, S.L. as the auditor of the Parent and its consolidated group to

audit the individual and consolidated financial statements for 2024, 2025 and 2026.

In 2025 and 2024, the fees for financial audit services provided to the various companies composing

the Group by the main auditor PricewaterhouseCoopers Auditores, S.L., and the entities related to

them, were as follows:

	Thousands of euros
	2025	2024
Audit services	633	622
Other audit-related services:
Other attest services	201	84
Total audit and related services	834	706
Services required by applicable law
Tax advisory services	-	-
Other services	-	38
Total other services	-	38
Total	834	744

“Other audit-related services” includes the attest services performed by the auditor in the bond issue

process, and certain agreed procedures related to compliance with covenants.

In addition to the annual statutory audit, the audit services include services for reviews of intermediate

periods.

22.    Environmental information

Given the activity in which the Group engages, it has no environmental liabilities, expenses, assets,

provisions or contingencies that could have a material impact on its equity, financial position and

results of its operations.

Therefore, no specific environmental disclosures have been included in these notes to the

consolidated financial statements.

23.    Risk exposure

Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and

cash flow interest rate risk. The Group's overall risk management programme is based on the

uncertainty of financial markets and aims to minimize the adverse effects of such risks on the financial

profitability of the Group.

Risk management is coordinated by the Group’s senior management in accordance with the policies

established by the Parent’s Board. Senior management identifies, assesses and hedges financial risks

in close cooperation with the Group’s operating units. The Parent’s Board provides written policies for

global risk management, and specific subjects such as market risk, interest rate risk, liquidity risk and

investment of surplus liquidity.

90

Market risk

Given the current status of the real-estate sector and to mitigate the effects thereof, the Group has

specific measures in place to minimize said impact on its financial position.

These measures are applied pursuant to the results of sensitivity analyses performed by the Group on

a regular basis. These analyses involve:

• Assessing the economic environment in which the Group operates: designing different

economic scenarios and modifying the key variables potentially affecting the Group (interest

rates, share price, occupancy rate of investment property, etc.). Identifying interdependent

variables and the extent of their relationship; and

• Taking into account the time frame of the analyses: consideration is given to the periods over

which analyses are performed and any possible deviations thereof.

MERLIN is exposed to market risk from possible vacancies or renegotiations of leases when the

leases expire. This risk could have a direct negative impact on the valuation of the Company's assets.

However, market risk is mitigated by the customer acquisition and selection policies and the

mandatory lease compliance deadlines negotiated with them, and the guarantees that the Group has

associated with the leases. Therefore, at 31 December 2025, the average occupancy rate of the asset

portfolio was 95.6%, with an average lease term of 3.6 years (weighted by gross rental income).

Credit risk

Credit risk is defined as the potential risk of loss in earnings to which the Group is exposed if a

customer or counterparty breaches its contractual obligations.

As a general rule, the Group places cash and cash equivalents with financial institutions with high

credit ratings.

The Group does not have significant concentrations of credit risk, having policies to limit the volume of

risk posed to customers and exposure to credit recovery risk is managed as part of normal activities

through, among other things, funds or guarantees deposited as collateral.

The Group has formal procedures to identify any impairment of trade receivables. Delays in payment

are detected through these procedures and individual analysis by business area and methods are

established to estimate impairment loss.

The estimated maturities of the Group’s financial assets in the consolidated statement of financial

position at 31 December 2025 are detailed below.

91

2025

	Thousands of euros
	Less than 3 months	More than 3 and less than o 6 months	6 months to 1 year	Over 1 year (*)	Total
Loans to third parties and associates	-	-	3,432	202,394	205,826
Equity instruments	-	-	-	12,008	12,008
Guarantees and deposits	-	-	-	69,182	69,182
Trade and other receivables	38,078	33,847	12,693	-	84,617
Other current financial assets	2,522	-	-	-	2,522
Cash and cash equivalents	1,214,945	-	-	-	1,214,945
Total	1,255,545	33,847	16,125	283,584	1,589,100

(*) Does not include derivatives

2024

	Thousands of euros
	Less than 3 months	More than 3 and less than o 6 months	6 months to 1 year	Over 1 year (*)	Total
Loans to third parties and associates	-	-	4,549	160,334	164,882
Equity instruments	-	-	-	11,151	11,151
Guarantees and deposits	-	-	-	56,827	56,827
Trade and other receivables	28,326	23,110	8,666	-	60,102
Other current financial assets	7,111	-	-	-	7,111
Cash and cash equivalents	1,552,676	-	-	-	1,552,676
Total	1,588,113	23,110	13,215	228,312	1,852,749

(*) Does not include derivatives

Cash and cash equivalents

The Group has cash and cash equivalents of EUR 1,214,945 thousand, which represents its

maximum exposure to the risk posed by these assets.

Cash and cash equivalents are deposited with banks and financial institutions.

Liquidity risk

Liquidity risk is defined as the risk of the Group encountering difficulties meeting its obligations

regarding financial liabilities settled in cash or with other financial assets.

To manage liquidity risk and meet its various funding requirements, the Group uses an annual cash

budget and a monthly cash projection, the latter being detailed and updated daily. At 31 December

2025, the Group’s working capital amounted to EUR 212,669 thousand.

At the date of authorisation for issue of these consolidated financial statements, taking into account

the above, the Group had covered all its funding requirements to fully meet its commitments to

suppliers, lenders, employees and the authorities based on the cash flow forecast for 2026. Likewise,

the type of sector in which the Company operates, the investments it makes, the financing it obtains to

make such investments, the EBITDA they generate and the occupancy rates of the properties,

enables the liquidity risk to be mitigated and excess cash to be produced.

92

Any cash surpluses are used to make short-term investments in highly liquid deposits with no risk. The

acquisition of share options or futures, or any other high-risk deposits as a method of investing cash

surpluses, is not among the possibilities considered by the Group for investing cash surpluses.

The Group’s exposure to liquidity risk at 31 December 2025 is detailed below. The tables present the

results of the analysis of gross financial liabilities, excluding the cost of bond issuance, by remaining

contractual maturity date:

2025

	Thousands of euros
	Less than 1 month	1 to 3 months	3 months to 1 year	Over 1 year	Total
Bank borrowings	188	-	42,274	1,575,082	1,617,544
Other non-current liabilities and guarantees	-	-	-	103,034	103,034
Trade and other payables (excluding payables to public authorities)	58,946	127,002	60,449	-	246,397
Total	59,134	127,002	102,723	1,678,116	1,966,975

2024

	Thousands of euros
	Less than 1 month	1 to 3 months	3 months to 1 year	Over 1 year	Total
Bank borrowings	94	-	563	1,513,643	1,514,300
Other non-current liabilities and guarantees	-	-	-	91,152	91,152
Trade and other payables (excluding payables to public authorities)	38,518	85,152	39,503	-	163,173
Total	38,612	85,152	40,066	1,604,795	1,768,625

Cash flow interest rate risk and fair value risk

The Group manages its interest rate risk by borrowing at fixed and floating rates of interest. The

Group's policy is to ensure non-current net financing from third parties is at a fixed rate. To manage

this, the Group enters into interest rate swaps which are designated as hedges of the respective

loans. At 31 December 2025, the interest rate of 100% of the debt was covered by the above financial

instruments. The impact of interest rate fluctuations is explained in Note 14.3.

Exchange rate risk

The Company's policy is to borrow in the same currency as that of the cash flows of each business.

Consequently, currently there is no foreign currency risk. However, noteworthy in this connection are

the exchange rate fluctuations arising in translating the financial statements of foreign companies

whose functional currency is not the euro. At 31 December 2025, the functional currency of all the

Group’s subsidiaries and associates was the euro.

Tax risk

As mentioned in Note 1, the Parent and part of its subsidiaries are subject to the special tax regime for

Real Estate Investment Trusts (REITs). The transitional period of the Parent ended in 2017 and,

therefore, compliance with all requirements established by the regime (see Notes 1 and 5.13) became

mandatory. Some of the more formal obligations that the Parent must meet involve the inclusion of the

term REIT in its company name, the inclusion of certain information in the notes to its separate

financial statements, the share price on the stock market, etc., and other obligations that require

estimates to be made and judgements to be applied by management that may become fairly complex,

especially considering that the REIT regime is relatively recent and was developed by the Directorate-

93

General of Taxes mainly in response to the queries posed by various companies. Group management,

with the support of its tax advisers, performed an assessment of compliance with the regime’s

requirements, concluding that all requirements had been met as of 31 December 2025.

Accordingly, and also for the purpose of taking into consideration the financial effect of the regime, it

should be noted that, as established in Article 6 of Law 11/2009, of 26 October, as amended by Law

16/2012, of 27 December, and subsequent amendments, and in the percentages established by law,

REITs that have opted for this regime are required to distribute the profit generated during the year to

their shareholders in the form of dividends, once the related corporate obligations have been met. This

distribution must be approved within six months from each year-end, and the dividends paid in the

month following the date on which the payout is agreed (see Note 5.13).

If the Parent does not comply with the requirements in the regime or if the shareholders at the General

Meetings of these companies do not approve the dividend distribution proposed by the Board,

calculated in accordance with the requirements of this Act, it would not be complying therewith and,

accordingly, tax would have to be paid under the general regime, not the regime applicable to REITs.

Climate change management

Within the framework of the European Green Pact and the UN Sustainable Development Goals, the

Group is performing various actions on sustainability.

First, in 2021 the Parent of the Group formed a Sustainability and Innovation Committee under the

Board whose main functions are to advise the Board, among other aspects, on environmental and

sustainability issues, and the development of the Group’s strategy on sustainability in its relationships

with stakeholders and in its publication and public communication; to supervise communication and

reporting to the market of any information that refers to sustainability issues and non-financial

information; and to keep the ESG (Environmental Social and Governance) risk map updated.

In this regard, the Group included decision factors in relation to non-financial KPIs in its investment

and financing policies. In this line, the investment studies of real estate acquisitions and investments in

repositioning of the Group's assets take into account, among other factors, elements such as obtaining

energy efficiency certificates with the highest rating (see Note 7), air conditioning, lighting, solar

energy, irrigation of green areas, accessibility, etc.

When certifying assets, the Group selects the most appropriate framework and modality based on the

asset's phase, the characteristics of the building, its occupancy rate at the time of certification or the

tenants who occupy it.

The process of certifying the asset portfolio under the standards of the leaders in this market,

BREEAM and LEED, is ongoing. In 2025 the Group certified or obtained the renewal of 25 assets. The

Group considers the certification process of its assets as an early response to the demands that the

market will place on property lessors in the medium term and which will enable it to maintain its

current competitive position.

Additionally, the Group obtained a 86% rating in the 2025 edition of GRESB, a platform that makes it

possible to harmonise and compare information related to sustainability criteria (environmental, social

and corporate governance - ESG) in real estate investments.

In addition, the Group has an Environmental Management System (EMS) certified according to ISO

14001, which is the umbrella under which it manages its portfolios, with new properties included in its

scope every year.

Since 2015, the Group has carried out a plan for ISO 14001 (environmental management) and ISO

50001 (energy management) certifications to maintain and expand the number of real estate assets

that have at least ISO 14001 certification, and subsequently ISO 50001 certification (based on the

understanding that it is a natural step to obtain ISO 14001 certification before aspiring to ISO 50001).

This plan includes office buildings, shopping centres, logistics warehouses and data centres. As

94

regards ISO 14001, a total of 92 buildings were certified in 2025, with a surface area of 1,355,743 m2,

4 buildings less than in 2024 (as a result of buildings becoming single-tenant and the addition of some

assets located in Portugal).

The Group also continued the process of implementing an Energy Management System under the

ISO 50001 standard, which began in 2017. Currently, 89 buildings are certified composing a surface

area of 1,303,546 m2, 4 less than in 2024 (as a result of buildings becoming single-tenant and the

addition of some assets located in Portugal). The assets included in this system aim to reduce total

energy consumption, measured in kilowatt hours for the square metres occupied, by 8% in 2026

compared with 2022, based on the implementation of MAEs (energy saving measures).

The Group’s progress in 2025 has enabled the Company to be in a position to meet its emissions

reduction target and its “Pathway to Net Zero” for 2030, thus getting a head start on the European

strategy for decarbonisation of the economy and ensuring the present and future survival of the

Company and its assets.

The Group's Path to Net Zero is a road map that includes improving the performance not only of the

Company itself and of those assets over which it has operational control, but of the main stakeholder

responsible for the Group's issues throughout its entire value chain, including suppliers and tenants.

The Group’s financing policies are also aligned with the Group’s sustainability objectives through the

Green Financing Program published in April 2022 and subsequently renewed in 2024, and the

conversion of 100% of its outstanding bonds into green bonds.

In September 2025, the Group issued a green bond for EUR 550 million.

The Green Financing Program, in line with best market practices, includes the following eligibility

criteria:

1. Green assets with the best LEED/BREEAM certification levels or energy efficiency certificates

and/or minimum carbon emission levels

2. Green assets with built in embodied carbon targets

3. Investments in Energy Efficiency

4. Investments in renewable energy

5. Investments in pollution control and prevention mechanisms

6. Investments in transport mechanisms with low carbon emissions

7. Inclusion of data centres

Financing linked to ESG targets includes a cost adjustment mechanism linked, in the Group’s opinion,

to own credit risk, based on management indicators calculated based on four sustainability criteria that

must be met at least three times annually and cumulatively over the financing period.

In addition, the Group in its commitment to climate responsibility incorporated qualitative factors

related to the Group's sustainability strategy into the measurement targets for short-term variable

compensation for its staff and management team (see Note 20).

The above initiatives, while increasing the Group's operating costs, are aimed at anticipating

regulatory developments and building customer loyalty.

¹ Taskforce on Climate related Financial Disclosure

95

It has also committed to report in the Statement of Non-Financial Information (SNFI) in accordance

with TCFD recommendations 1.

Finally, the Group has also made progress in publishing its Path to Net Zero. The Group's Path to Net

Zero is a road map that includes improving the performance not only of the Company itself and of

those assets over which it has operational control, but of the main stakeholder responsible for the

Group's issues throughout its entire value chain, including suppliers and tenants. This strategy has 5

axes of action:

1 Operational carbon reduction: 85% of operational carbon reduction from baseline (2018) to

target (2028).

2 Reduction of embodied carbon: Embodied carbon footprint calculated in all new developments

and repositions.

3 Offset of residual emissions: The inevitable footprint will be mostly offset by duly certified own

initiatives.

4 Reduction in tenant emissions: Green clauses in all new contracts and reduction in the rental

price associated with their own credit risk for net zero tenants.

5 Renewable energy: Acquisition of 100% renewable energy and on-site generation of energy

through solar power panels (SUN Project).

All of the above is part of the Group's net zero path or commitment to combating climate change. In

2025, the decarbonisation targets included in its “Path to Net Zero” were validated and approved by

the SBTi initiative.

24.    Events after the reporting period

In February 2026, the Group signed a 48 MW IT lease agreement for the Data center located in

Bilbao, one year ahead of delivery.

In February 2026, the Group signed a 18 MW IT lease agreement for the Data center located in

Madrid.

In February, the Group signed a 12,908 sqm long-term lease contract in Cerro Gamos Business Park

with a leading university .

96

Appendix I - Group companies and associates 2025

Company	Line of business / Location	Ownership interest	Thousands of euros								Consolidation method	Auditor
			Share capital	Profit/(Loss)		Other	Total	Dividends	Carrying amount
				From operations	Net	Shareholder s' Equity	Equity	Received	Cost	Impairment
Merlin Retail, S.L.U.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	24,212	27,452	25,956	379,846	430,014	10,866	390,432	-	Global integration	PwC
Merlin Oficinas, S.L.U.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	32,797	14,607	15,399	778,292	826,488	18,536	833,226	-	Global integration	PwC
Merlin Logística, S.L.U.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	34,290	61,951	43,974	313,721	391,985	24,379	353,842	-	Global integration	PwC
Sevisur Logística, S.A.	Urban development, construction and operation of logistics and common services buildings. Ctra. de la Esclusa, 15. 41011, Seville.	100%	17,220	4,456	4,031	11,214	32,465	4,769	37,629	-	Global integration	PwC
Parques Logísticos de la Zona Franca, S.A.	Real estate acquisition and development for leasing, Avda. 3 del Parc Logístic, nº 26, Barcelona	100%	15,701	20,200	16,495	103,614	135,810	-	118,310	-	Global integration	PwC
The Exhibitions Company, S.A.U.	Provision of all kinds of technical, commercial or economic services/ Paseo de la Castellana 257, Madrid	100%	180	(666)	(709)	(275)	(804)	-	4,287	(4,287)	Global integration	N/A
Gescentesta, S.L.U.	Provision of Services / Paseo de la Castellana 257, Madrid	100%	3	286	267	1,512	1,782	-	3	-	Global integration	N/A
La Vital Centro Comercial y de Ocio, S.L.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	14,846	3,954	4,440	19,310	38,596	4,357	56,788	-	Global integration	PwC
Desarrollo Urbano de Patraix, S.A.	Land management / Avda. Barón de Carcer, 50, Valencia	100%	2,790	-	(373)	21,488	23,905	-	25,090	(1,184)	Global integration	N/A
Sadorma 2003, S.L.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	73	4,845	5,909	24,078	30,060	-	25,485	-	Global integration	N/A
Varitelia Distribuciones, S.L.U.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	18,443	15,341	7,763	12,769	38,975	-	202,979	(164,004)	Global integration	PwC
Global Carihuela, Patrimonio Comercial S.L.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	3,303	4,525	1,506	2,947	7,756	-	34,102	(26,346)	Global integration	PwC
Innovación Colaborativa, S.L.	Selection, contracting, fitting out, organization and management of coworking spaces / Paseo de la Castellana 257, Madrid	100%	27	(3,930)	(4,497)	5,101	631	-	30,868	(30,237)	Global integration	PwC
Milos Asset Development,	Acquisition, ownership, administration, disposal and development of land located within the "Distrito Castellana Norte" project / Paseo de la Castellana 257, Madrid	100%	163	(5)	(311)	795	647	-	1,603	(958)	Global integration	N/A

97

Company	Line of business / Location	Ownership interest	Thousands of euros								Consolidation method	Auditor
			Share capital	Profit/(Loss)		Other	Total	Dividends	Carrying amount
				From operations	Net	Shareholder s' Equity	Equity	Received	Cost	Impairment
Merlin Edged, S.L.U.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	591	22	(2,240)	29,412	27,763	115	30,003	(2,240)	Global integration	PwC
Solstice Sage Finance, S.L.U.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	3	(1)	(1)	-	2	-	3	(1)	Global integration	PwC
Evergreen Eclipse Capital, S.L.U.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	3	(1)	(1)	-	2	-	3	(1)	Global integration	PwC
MPCVI – Compra e Venda Imobiliária, S.A.	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	1,050	1,193	518	6,008	7,576	344	6,418	-	Global integration	PwC Portugal
MPEP – Properties Escritórios Portugal, S.A.	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	50	983	102	415	567	30	1,085	-	Global integration	PwC Portugal
MP Monumental, S.A.	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	50	3,006	480	25,534	26,064	-	41,570	-	Global integration	PwC Portugal
MP Torre A, S.A.	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	50	867	(263)	9,804	9,591	-	22,201	-	Global integration	PwC Portugal
VFX Logística, S.A.	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	5,050	11,324	9,405	54,615	69,070	-	50,382	-	Global integration	PwC Portugal
Promosete, Invest. Inmobil. SA.	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	200	1,841	861	7,630	8,691	861	10,384	-	Global integration	PwC Portugal
Praça Do Marquês serviços Auxiliares, SA	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	15,893	3,857	5,048	62,154	83,095	3,162	56,361	-	Global integration	PwC Portugal
Torre Dos Oceanus Investimentos Imobiliários,S.A.	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	50	2,212	1,257	3,319	4,626	1,065	15,912	-	Global integration	PwC Portugal
Forum Almada – Gestão Centro Comercial Sociedade Unipessoal, Lda.	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	5	21,414	12,439	104,984	117,428	-	89,453	-	Global integration	PwC Portugal
Forum Almada II, S.A.	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	10,000	13,353	9,499	93,736	113,235	-	353,611	-	Global integration	PwC Portugal
Torre Arts  Investimentos Imobiliários, S.A.	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	100	5,946	4,707	78,153	82,960	3,017	80,281	-	Global integration	PwC Portugal

98

Company	Line of business / Location	Ownership interest	Thousands of euros								Consolidation method	Auditor
			Share capital	Profit/(Loss)		Other	Total	Dividends	Carrying amount
				From operations	Net	Shareholder s' Equity	Equity	Received	Cost	Impairment
Torre Fernao Magalhaes  Investimentos Imobiliários, S.A.	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	100	1,696	802	12,370	13,272	1,042	13,055	-	Global integration	PwC Portugal
MPLIB – Investimentos Imobiliários, Unipessoal Lda.	Real estate acquisition and development for leasing /Avda. Dom João, 45, Lisbon	100%	2,000	(142)	(3,426)	58,592	57,166	7,143	64,308	(930)	Global integration	PwC Portugal
Paseo Comercial Carlos III, S.A.	Real estate acquisition and development for leasing / Avda. San Martín Valdeiglesias, 20 28922 Madrid	50%	8,698	5,023	1,891	27,941	38,530	-	25,668	-	Equity method	PwC
Provitae Centros Asistenciales, S.L.	Real estate acquisition and development for leasing / C. Fuencarral, 123. Madrid	50%	6,314	(49)	(111)	(1,805)	4,398	-	5,061	(2,862)	Equity method	PwC
G36 Development, S.L.	Real estate acquisition and development for leasing / Paseo de la Castellana 93, Madrid	50%	3	21	21	8	n.d.	-	2	-	Equity method	N/A
Centro Intermodal de Logística S.A.	Development, management and implementation of logistics activities in the port system / Avenida Ports d’Europa 100, Barcelona	48.5%	18,920	27,097	18,324	133,032	170,276	6,882	95,688	-	Equity method	Mazars
Pazo de Congresos de Vigo, S.A.	Execution project, construction and operation of the Vigo Conference Center / Avda. García Barbón, I. Vigo	44.44%	n.d.	n.d.	n.d.	n.d.	-	-	3,600	(3,600)	Equity method	N/A
Parking del Palau, S.A.	Real estate acquisition and development for leasing / Paseo de la Alameda, s/n. Valencia	33%	1,698	294	304	343	2,345	73	2,137	(1,104)	Equity method	BDO
Araba Logística, S.A.	Real estate acquisition and development for leasing / Avda. Álava s/n Rivabellosa (Álava)	25.14%	1,750	(1,261)	(841)	14,068	14,977	4,847	2,257	-	Equity method	Mazars
Crea Madrid Nuevo Norte, S.A.	Performing all types of real estate activities / Paseo de la Castellana 216, Madrid	14.46%	570,191	13,250	(8,239)	(42,897)	519,055	-	227,032	(4,065)	Equity method	EY
HCG Levante, S.L.	Property management and administration under a rental regime /Calle Travessera de Gracia, 30, Barcelona	5.84%	64	(193)	(193)	14,304	14,175	-	1,130	(11)	Equity method	N/A
Moregal Hotels, S.L.	Real estate acquisition and development for leasing / Alameda de Colón , 9, Málaga	35.04%	7,572	(7)	50	8,149	15,771	-	10,835	-	Equity method	N/A
Edged Spain, S.L.	Provision of Data Center services / Paseo de la Castellana 257, Madrid	50%	3	-	-	(1)	2	-	2	-	Equity method	PwC
Edged Portugal, Unipessoal L.D.A.	Provision of Data Center services / Avda. Dom João, 45, Lisbon	50%	-	-	-	-	-	-	-	-	Equity method	N/A

99

Appendix II - Group companies and associates 2024

Company	Line of business/Location	Ownership interest	Thousands of euros								Consolidation method	Auditor
			Share capital	Profit/(Loss)		Other	Total	Dividends	Carrying amount
				From operations	Net	Shareholders' Equity	Equity	Received	Cost	Impairme nt
Merlin Retail, S.L.U.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	24,212	19,777	18,544	372,168	414,924	12,146	390,432	-	Global integration	PwC
Merlin Oficinas, S.L.U.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	32,797	30,115	29,536	767,292	829,625	26,502	833,226	-	Global integration	PwC
Merlin Logística, S.L.U.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	34,290	28,180	12,379	325,721	372,390	9,616	353,842	-	Global integration	PwC
Sevisur Logística, S.A.	Urban development, construction and operation of logistics and common services buildings. Ctra. de la Esclusa, 15. 41011, Seville.	100%	17,220	4,797	4,332	10,763	32,315	3,857	37,629	-	Global integration	PwC
Parques Logísticos de la Zona Franca, S.A.	Real estate acquisition and development for leasing, Avda. 3 del Parc Logístic, nº 26, Barcelona	100%	15,701	28	(2,232)	104,845	119,314	925	118,310	-	Global integration	PwC
The Exhibitions Company , S.A.U.	Provision of all kinds of technical, commercial or economic services/ Paseo de la Castellana 257, Madrid	100%	180	(1,155)	(1,161)	886	(95)	-	4,287	(4,287)	Global integration	N/A
Gescentesta, S.L.U.	Provision of Services / Paseo de la Castellana 257, Madrid	100%	3	253	208	2,304	1,515	-	3	-	Global integration	N/A
La Vital Centro Comercial y de Ocio, S.L.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	14,846	3,936	4,357	19,310	38,513	4,123	56,788	-	Global integration	PwC
Desarrollo Urbano de Patraix, S.A.	Land management / Avda. Barón de Carcer, 50, Valencia	100%	2,790	-	(357)	21,845	24,278	-	25,090	(812)	Global integration	N/A
Sadorma 2003, S.L.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	73	-	3,454	20,624	24,151	-	25,485	(1,335)	Global Integration	N/A
Varitelia Distribuciones, S.L.U.	Real estate acquisition and development for leasing /  Paseo de la Castellana 257, Madrid	100%	18,443	6,886	(736)	13,506	31,213	-	202,979	(171,767)	Global integration	PwC
Global Carihuela, Patrimonio Comercial S.L.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	3,303	626	(2,071)	5,018	6,250	12,244	34,102	(27,852)	Global integration	PwC
Innovación Colaborativa, S.L.	Selection, contracting, fitting out, organization and management of coworking spaces / Paseo de la Castellana 257, Madrid	100%	27	(5,158)	(5,760)	10,880	5,147	-	30,868	(25,721)	Global integration	PwC

100

Company	Line of business/Location	Ownership interest	Thousands of euros								Consolidation method	Auditor
			Share capital	Profit/(Loss)		Other	Total	Dividends	Carrying amount
				From operations	Net	Shareholders' Equity	Equity	Received	Cost	Impairme nt
Milos Asset Development,	Acquisition, ownership, administration, disposal and development of land located within the "Distrito Castellana Norte" project / Paseo de la Castellana	100%	163	(9)	(374)	1,169	958	-	1,603	(648)	Global integration	N/A
Merlin Edged, S.L.U.	Real estate acquisition and development for leasing / Paseo de la Castellana 257, Madrid	100%	3	116	116	-	119	-	3	-	Global Integration	PwC
MPCVI – Compra e Venda Imobiliária, S.A.	Real estate acquisition and development for leasing / Av. Fontes Pereira de Melo, Nº 51, Lisbon	100%	1,050	1,134	362	5,990	7,402	188	6,418	-	Global integration	PwC Portugal
MPEP – Properties Escritórios Portugal, S.A.	Real estate acquisition and development for leasing / Av. Fontes Pereira de Melo, Nº 51, Lisbon	100%	50	910	32	414	496	-	1,085	-	Global integration	PwC Portugal
MP Monumental, S.A.	Real estate acquisition and development for leasing / Avda. Dom João, 45, Lisbon	100%	50	2,704	(20)	25,554	25,584	12	41,570	-	Global integration	PwC Portugal
MP Torre A, S.A.	Real estate acquisition and development for leasing / Avda. Dom João, 45, Lisbon	100%	50	(644)	(1,656)	10,860	9,254	-	21,601	-	Global integration	PwC Portugal
VFX Logística, S.A.	Real estate acquisition and development for leasing. Av. Fontes Pereira de Melo, Nº 51, Lisbon	100%	5,050	(6,448)	(7,265)	61,880	59,665	-	50,382	-	Global integration	PwC Portugal
Promosete, Invest. Inmobil. SA.	Real estate acquisition and development for leasing.  Av. Fontes Pereira de Melo, Nº 51, Lisbon	100%	200	1,625	861	7,593	8,654	1,221	10,384	-	Global integration	PwC Portugal
Praça Do Marquês serviços Auxiliares, SA	Real estate acquisition and development for leasing.  Av. Fontes Pereira de Melo, Nº 51, Lisbon	100%	15,893	3,707	3,999	61,317	81,209	841	56,361	-	Global integration	PwC Portugal
Torre Dos Oceanus Investimentos Imobiliários,S.A.	Real estate acquisition and development for leasing / Avda. Dom João, 45, Lisbon	100%	50	2,104	1,065	3,319	4,434	838	15,912	-	Global integration	PwC Portugal
Forum Almada – Gestão Centro Comercial Sociedade Unipessoal, Lda.	Real estate acquisition and development for leasing / Avda. Dom João, 45, Lisbon	100%	5	20,000	10,594	94,390	104,989	-	89,453	-	Global integration	PwC Portugal
Forum Almada II, S.A.	Real estate acquisition and development for leasing / Avda. Dom João, 45, Lisbon	100%	10,000	13,320	9,559	84,178	103,737	-	344,112	-	Global integration	PwC Portugal
Torre Arts  Investimentos Imobiliários, S.A.	Real estate acquisition and development for leasing / Avda. Dom João, 45, Lisbon	100%	100	3,844	3,017	78,153	81,270	2,267	80,281	-	Global integration	PwC Portugal

101

Company	Line of business/Location	Ownership interest	Thousands of euros								Consolidation method	Auditor
			Share capital	Profit/(Loss)		Other	Total	Dividends	Carrying amount
				From operations	Net	Shareholders' Equity	Equity	Received	Cost	Impairme nt
Torre Fernao Magalhaes  Investimentos Imobiliários, S.A.	Real estate acquisition and development for leasing / Avda. Dom João, 45, Lisbon	100%	100	1,608	1,042	12,370	13,512	1,193	13,055	-	Global integration	PwC Portugal
MPLIB – Investimentos Imobiliários, Unipessoal Lda.	Real estate acquisition and development for leasing / Avda. Dom João, 45, Lisbon	100%	2,000	10,549	7,519	50,716	60,235	-	56,808	-	Global integration	PwC Portugal
Paseo Comercial Carlos III, S.A.	Real estate acquisition and development for leasing / Avda. San Martín Valdeiglesias, 20 28922 Madrid	50%	8,698	5,603	1,548	26,393	36,639	-	25,668	-	Equity method	PwC
Provitae Centros Asistenciales, S.L.	Real estate acquisition and development for leasing / C. Fuencarral, 123. Madrid	50%	6,314	(46)	(130)	(1,675)	4,509	-	5,061	(2,807)	Equity method	PwC
G36 Development, S.L.	Real estate acquisition and development for leasing / Paseo de la Castellana, 93 Madrid	50%	3	21	21	8	32	-	2	-	Equity method	N/A
Centro Intermodal de Logística S.A.	Development, management and implementation of logistics activities in the port system / Avenida Ports d’Europa 100, Barcelona	49%	18,920	26,715	17,737	130,084	166,741	5,922	95,688	-	Equity method	Mazars
Pazo de Congresos de Vigo, S.A.	Execution project, construction and operation of the Vigo Conference Center / Avda. García Barbón, I. Vigo	44%	n.d.	n.d.	n.d.	n.d.	n.d.	-	3,600	(3,600)	Equity method	N/A
Parking del Palau, S.A.	Real estate acquisition and development for leasing / Paseo de la Alameda, s/n. Valencia	33%	1,698	235	252	392	2,342	-	2,137	(1,199)	Equity method	BDO
Araba Logística, S.A.	Real estate acquisition and development for leasing / Avda. Álava s/n Rivabellosa (Álava)	25%	1,750	12,003	11,513	22,001	35,264	-	2,257	-	Equity method	Mazars
Crea Madrid Nuevo Norte, S.A.	Performing all types of real estate activities / Paseo de la Castellana 216, Madrid	14%	504,197	(5,440)	(4,550)	(38,347)	461,300	-	217,490	(2,874)	Equity method	EY
HCG Levante, S.L.	Property management and administration under a rental regime /Calle Travessera de Gracia, 30, Barcelona	6%	64	(61)	(61)	14,351	14,354	-	1,070	-	Equity method	N/A
Moregal Hotels, S.L.	Real estate acquisition and development for leasing / Alameda de Colón,  9, Málaga	7%	5,307	(46)	(16)	1,179	6,470	-	1,585	(3)	Equity method	N/A
Silicius Real Estate, SOCIMI, S.A.	Performing all types of real estate activities / Calle de Velázquez, 123, Madrid	18%	31,394	4,736	(10,329)	288,128	309,193	-	88,572	-	Equity method	PwC
Edged Spain, S.L.	Provision of Data Center services / Paseo de la Castellana 257, Madrid	50%	3,000	-	-	(1,000)	2,000	-	1,500	-	Equity method	PwC

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DIRECTORS’ REPORT

Statement of Non-Financial Information

31/12/2025

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Directors' Report – 2025 Statement of Non-Financial Information

Table of contents

Letter from the CEO .............................................................................................................	5
1.Our business model .....................................................................................................................	8
1.1MERLIN Properties. At the forefront of Tertiary Asset Management on the Iberian Peninsula .	8
1.2 Our Mission, Vision and Values ....................................................................................................	10
1.3Structure of Merlin .......................................................................................................................	11
1.4Business activities .........................................................................................................................	11
1.5Main milestones and corporate objectives ..................................................................................	22
2.            Our Strategic Proposal for sustainable development ................................................................	24
2.1 Environment (sector) ....................................................................................................................	24
2.2MERLIN's strategic horizon ...........................................................................................................	27
2.3Outlook .........................................................................................................................................	28
2.4MERLIN's commitment to sustainable management ...................................................................	28
2.5A Deep Dive into the Materiality of Sustainability .......................................................................	34
3. Foundations and practices of responsible management ..........................................................	39
3.1Governance structure ...................................................................................................................	40
3.2Proactive risk management ..........................................................................................................	46
3.3Ethics and compliance: Pillars of Exemplary Business conduct ...................................................	63
4.Climate change management and operational efficiency, our ecological footprint ................	70
4.1 Key environmental performance reporting criteria and concepts ...............................................	71
4.2 Environmental and energy management systems .......................................................................	74
4.3Development and operation of sustainable assets ......................................................................	75
4.4 Sustainability advances in MERLIN´s portfolio .............................................................................	78
4.5Decarbonisation of MERLIN Properties portfolio .........................................................................	85
4.5.1 Scope 1 and scope 2 greenhouse gas (GHG) emissions ...............................................................	86
4.5.2Scope 3 greenhouse gas (GHG) emissions ...................................................................................	92
4.6Carbon footprint certification .......................................................................................................	94
4.7Validation of MERLIN´s commitments by independent third parties ..........................................	94
4.8 Sustainability ratings ....................................................................................................................	99
4.9 Protection of biodiversity .............................................................................................................	101
5.Talent creation ............................................................................................................................	103
5.1 Employee loyalty ..........................................................................................................................	104
5.1.1Composition of the workforce ......................................................................................................	106
5.1.2 Average contracts .........................................................................................................................	110

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Directors' Report – 2025 Statement of Non-Financial Information

5.1.3 Departures by type, sex, age and professional classification .......................................................	111
5.1.4 Training .........................................................................................................................................	112
5.2 Employee compensation ..............................................................................................................	114
5.2.1 Wage gap analysis ........................................................................................................................	115
5.2.2 Remuneration of non-executive directors ...................................................................................	118
5.3 Organisation of work ....................................................................................................................	119
5.3.1 Organization of work ....................................................................................................................	119
5.3.2 Total hours of absenteeism ..........................................................................................................	119
5.3.3 Work-life balance measures .........................................................................................................	120
5.3.4Implementation of work disconnection policies ..........................................................................	121
5.4Safety, health and well-being of employees ................................................................................	121
5.5Labour relations ............................................................................................................................	122
5.5.1Organisation of social dialogue ....................................................................................................	122
5.5.2 Balance of collective bargaining agreements ...............................................................................	123
5.5.3 Mechanisms to promote employee involvement in management ..............................................	123
5.5.4 Employees with disabilities ..........................................................................................................	125
5.6 Diversity and equal opportunities ................................................................................................	125
6. Management of stakeholders ....................................................................................................	128
6.1Stakeholder management model .................................................................................................	128
6.1.1 Shareholder return .......................................................................................................................	130
6.1.2 Treasury shares .............................................................................................................................	130
6.1.3 Stock market performance ...........................................................................................................	131
6.1.4Dividends policy ............................................................................................................................	131
6.2Supply chain ..................................................................................................................................	132
6.3 Maximising the well-being of users of the assets ........................................................................	133
6.4Development and relationship with the environment .................................................................	139
6.4.1Improving cities ............................................................................................................................	139
6.4.2Social initiatives ............................................................................................................................	142
6.4.3Measuring the distribution of contributions to the MERLIN community ....................................	144
7. Capital management ....................................................................................................................	148
7.1 Tax information ............................................................................................................................	149
7.1.1 Tax Strategy ..................................................................................................................................	149
7.1.2 Profits earned by country and income tax paid ...........................................................................	149
7.1.3 Total Tax Contribution ..................................................................................................................	151
7.2 Green financing ............................................................................................................................	157
7.2.1 Financial strategy ..........................................................................................................................	157

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Directors' Report – 2025 Statement of Non-Financial Information

7.2.2 Liquidity and capital resources .....................................................................................................	157
7.2.3 Green financing framework ..........................................................................................................	162
8. About this report .........................................................................................................................	166
8.1 Basis of preparation of this report ...............................................................................................	166
8.2 Information on MERLIN properties´ sustainability performance ................................................	169
8.3 Table of contents of 11/2018 Law ................................................................................................	172
a. GRI Content Index .........................................................................................................................	181
b. EPRA sBPR Table of Contents .......................................................................................................	197
Appendix I. Environmental performance reporting in accordance with the EPRA Sustainability Best Practices Recommendations (sBPR) .........................................................................................................	199
Appendix II. Methodology for calculating scope 3 GHG emissions .........................................................	220
Appendix III. Breakdown of the environmental performance reporting scope .....................................	225
Appendix IV. Climate risk reporting in accordance with TCFD methodology .........................................	234
Governance .................................................................................................................................................	235
Strategy .......................................................................................................................................................	238
Risk Management .......................................................................................................................................	240
Appendix V. Reconciliation of Alternative Performance Measures ........................................................	250
Appendix VI. Significant events after the reporting date ........................................................................	262
Appendix VII. Independent review report ...............................................................................................	##

The minimum content of the Consolidated Directors' Report, as required by Spanish Law 1/2010,

of 2 July, on Corporate Enterprises (Ley 1/2010, de 2 de julio, de Sociedades de Capital) and by

the Spanish Commercial Code (Código de Comercio), is included in this Statement of Non-

Financial Information.

Annual Corporate Governance Report

The Annual Corporate Governance Report is available in full on the website of the Spanish

Securities Market Commission ( www.cnmv.es) and the Company's website

(www.merlinproperties.com).

In addition, the Annual Corporate Governance Report has been filed as Other Relevant Information

(ORI) with the Spanish Securities Market Commission (CNMV).

Annual Board Remuneration Report

The Annual Board Remuneration Report  in full on the website of the CNMV (www.cnmv.es) and

the Company's website (www.merlinproperties.com)

In addition, the Annual Board Remuneration Report has been filed as Other Relevant Information

(ORI) with the CNMV.

5

Directors' Report – 2025 Statement of Non-Financial Information

Letter from the CEO

Dear MERLIN Properties shareholders and stakeholders, This year has provided MERLIN Properties Socimi, S.A. ("MERLIN Properties", "MERLIN" or the "Company") with the opportunity to demonstrate its strength in its traditional business and to begin to show the benefits of its commitment to the data centre business. Throughout 2025 , MERLIN’s key financial and operating metrics developed positively, with year-on-year growth in almost all of them. MERLIN Properties has achieved gross rents of EUR 542 million in 2025, as a result of growth in like-for-like rents (+3.5% vs. 2024).

Occupancy of the asset portfolio stood at 95.6% at 31 December 2025.The year was also remarkable in terms of cash flow generation, with FFO at EUR 327 million, up by 5.1%. Finally, the Company's level of debt remains low, standing at 28.9% at 31 December.

I am pleased to present to you the Directors' Report and Statement of Non-Financial Information

2025 ("SNFI"), in which we provide all relevant environmental, corporate governance and social

information for the year to our stakeholders and outline our main plans for the future.

Progress on environmental issues

MERLIN continues to aspire to the highest levels of sustainability and efficiency in its portfolio. It does

so by integrating sustainability into the entire life cycle of the asset and supporting this commitment

by obtaining sustainability certifications.

In April 2022, MERLIN launched its “Pathway to Net Zero” strategy, a roadmap that outlines the way

to improve not only the environmental performance of the Company itself and its assets under

operational control, but also the behaviour of the key agents responsible for MERLIN’s emissions

throughout its value chain, including suppliers and tenants. This strategy has 5 main lines of action:

• Reduction of operational carbon: 85% reduction in operational carbon from baseline (2018)

to 2028.

• Reduction of embodied carbon in all new developments and refurbishments.

• Offsetting of residual emissions: offsetting of the unavoidable footprint through duly certified

own initiatives.

• Reduction of scope 3 emissions: engage tenants through green clauses in new leases and

pioneering initiatives such as rent reduction for tenants who certify that their operations are

net zero.

• Renewable energy: 100% renewable energy supply and photovoltaic power generation

through the “Sun” project, which consists of installing photovoltaic panels on the roofs of the

assets.

Progress in the implementation of the “Pathway to Net Zero” is noteworthy. Operational carbon

footprint reduction targets have already been achieved by 2025 and the Company is working on

reformulating long-term targets, also taking advantage of the addition of data centres. In terms of

embedded carbon footprint, the Company has measured this footprint originating from the

construction process in all developments and major refurbishments during the year and we have set

maximum limits for future developments, fulfilling our commitment to our shareholders. In

offsetting, MERLIN has acquired 200 hectares of land in the municipality of Serradilla del Llano in

Salamanca (the “MERLIN Forest”). This is an area of high ecological and landscape value that in July

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Directors' Report – 2025 Statement of Non-Financial Information

2022 was affected by the largest wildfire recorded in the province of Salamanca in the 21st century,

which destroyed more than 8,000 hectares. The restoration of the planned 200 hectares will enable

the ecosystem to absorb approximately 168,035 tonnes of CO2 over a 50-year period. In 2025 we

also moved forward on our pioneering “green clause”, with 423 leases signed at the end of 2025,

giving our tenants a rent reduction if they operate their private space efficiently. And we continue to

make progress in the project aiming to install photovoltaic panels on roofs, ending the year with 18.9

MW of installed capacity, having self-produced 5.6% of the energy consumed by the Company.

In terms of environmental performance data, 2025 was a good year. The energy consumption of the

asset portfolio on a like-for-like basis was 113,375 MWh, a increase of +2.3% compared with 2024.

We have made significant progress on the portfolio's decarbonisation targets, with the corporation's

carbon footprint at 8,848 tonnes of CO2 equivalent, a decrease of 2% compared with 2024. We have

successfully completed the portfolio certification programme under the most demanding LEED or

BREEAM standards. We also verified our environmental management systems and energy

management system, achieving ISO 14001 and ISO 50001 for 41% of the portfolio.

The above-mentioned good data have been endorsed by sustainability ratings or "scorings".

Specifically, in 2025, MERLIN participated and obtained excellent ratings in seven sustainability

indices: GRESB (real estate), CDP (climate change), S&P Global (general), Sustainalytics (ESG risks),

MSCI (general), Vigeo Eiris (general) and ISS ESG (ESG).

Progress on corporate governance

MERLIN has a robust governance system in line with its commitment to ethics, compliance and

transparency, which is backed by independent third-party validation. The main milestones achieved

in 2025 were as follows:

• Approval of a new Responsible Use Policy for Artificial Intelligence systems regulating the

governance process for AI systems, with an internal approval and contracting process having

been implemented.

• During the 2025 financial year, MERLIN continued to improve its Risk Management System,

with particular attention to climate risks and the exposure of assets to extraordinary events.

• Maintenance of the UNE 19601 Criminal Compliance Management Systems and ISO 37001

Anti-bribery Management Systems certifications, the scope of which covers all Group

companies.

• Maintenance of the ISO 27001 Information Security certification and the National Security

Scheme (at its high level).

With regard to risk management, in 2025, MERLIN's Board of Directors approved the list of the most

significant financial and non-financial risks and the tolerance level established for each one based on

the information provided by the Audit and Control Committee.

Progress on social issues

MERLIN creates value for society by supporting various initiatives and activities that ultimately have a

positive impact on the development of the surrounding communities. This contribution is

approached from a dual perspective. On the one hand, at the corporate level and on the other hand,

at the level of its various assets.

In 2025 the Group donated a total of EUR 252,178 in direct contributions, with a multiplier effect of

EUR 206,552 through the collaboration of 37 employees and directors. Together, these contributions

have supported 93 foundations. MERLIN also contributes to local development through its assets,

supporting different initiatives and activities in four key areas: training; social action; promotion of

culture and local development; and awareness-raising.

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Directors' Report – 2025 Statement of Non-Financial Information

MERLIN measured its contribution to society by using the B4SI model (formerly the London

Benchmarking Group [LBG]) in Spain, which is recognised internationally.

At the end of 2025, MERLIN's workforce comprised 295 professionals. In its relationship with

employees MERLIN adheres to the strictest labour standards, complying with the principles set out in

the ILO Declaration on Fundamental Principles and Rights at Work. The Human Capital Policy, the

Equality Plan and the Human Resources Processes Handbook and Employee Handbook currently set

out the guiding principles for human capital management at the Company.

It is to this team that we owe the milestones achieved by the Company in 2025. It has been a year of

great progress on the Company's path to decarbonisation, of strengthening of the corporate

governance structure and progress in social matters, through the various initiatives implemented on

a daily basis at corporate, asset and local level.

Sincerely,

Ismael Clemente Orrego

CEO

MERLIN PROPERTIES SOCIMI, S.A.

¹ Note: MERLIN Properties, as a member of the EPRA (European Public Real Estate Association), follows best practice

standards in reporting that enables investors to more easily compare certain measures that are specific to the real estate

sector. The measures are published every six months and are detailed in Appendix V. In accordance with the

recommendations issued by the European Securities and Markets Authority (ESMA), the alternative performance measures

are described in Appendix V.

MERLIN defines value creation as the increase in shareholder return as a result of increasing the EPRA NTA and operating

profit as a result of increasing the occupancy or rent of the assets in the portfolio.

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Directors' Report – 2025 Statement of Non-Financial Information

1. Our business model

1.1 MERLIN Properties. At the forefront of Commercial Asset Management on

the Iberian Peninsula.

MERLIN Properties is the leading REIT in Spain and Portugal, and among the 10 largest REITs in

Europe

MERLIN Properties SOCIMI, S.A. (“MERLIN”, “MERLIN Properties” or “the Group”) is one of the

leading real estate groups listed on the Spanish Stock Exchange (IBEX-35) and mainly engages in the

acquisition and management of commercial real estate assets in the Iberian Peninsula.

The Group is a public limited company applying the REIT regime. It mainly engages in the acquisition,

active management, operation and selective rotation of quality commercial real estate assets in the

“Core” and “Core Plus” investment segment, mainly in Spain and, to a lesser extent, in Portugal. The

Group focuses on the office, logistics warehouse, shopping centre and data centre markets.

MERLIN Properties has a team of professionals who manage the portfolio of assets that it owns with

the aim of maximising the operational efficiency and profitability of each asset.

MERLIN Properties’ objective regarding returns is based on sustainable shareholder remuneration

consisting of annual dividend payouts and value creation 1 by increasing the Company’s EPRA NTA.

Performance in 2025. Main figures

In its firm commitment to transparency and accountability to its stakeholders, in this report, MERLIN

presents a detailed record of its sustainability performance, covering three aspects: economic,

environmental and social. This update reaffirms our commitment to accountability and open

communication on the impact and progress in these key areas.

During the year, MERLIN took the opportunity to strengthen its resilience by identifying growth

opportunities and mitigating the effects of challenges such as inflation or the weakening of the

economy on its business, through its focus on digitalisation and sustainability as a driver of

transformation. Throughout 2025 MERLIN’s key financial and operating metrics confirmed its path to

recovery, with significant year-on-year growth. Two examples of this are LfL rents (+3.5% vs 2024)

and cash flow generation (EUR 327M FFO, +5.1% vs 2024).

² The certified assets of Barcelona-Zal Port are not included.

³ This includes the payment of salaries, payments to suppliers, payments to governments, investments in communities and

operating costs. It corresponds to indicator 201-1 included in the GRI Standards.

⁴ According to B4SI methodology (formerly London Benchmarking Group).

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Directors' Report – 2025 Statement of Non-Financial Information

Economic performance
EUR 0.58 p.a. (+5.1% vs 2024) FFO	EUR 15.36 p.a. (+7.3% vs 2024) EPRA NTA	29% (+62 bps vs 2024) LOAN TO VALUE (LTV)
Environmental performance
Dow Jones Sustainability Index MEMBER OF THE EUROPE INDEX FOR THE FIFTH YEAR IN A ROW AND OF THE WORLD INDEX FOR THE THIRD TIME	167 ASSETS (+3.7% vs 2024) LEED or BREEAM CERTIFIED 2	5.974 KgCO2eq/m2 (-2% vs 2024) LOCATION-BASED INTENSITY OF SCOPE 1 AND SCOPE 2 GREENHOUSE GAS EMISSIONS IN LIKE-FOR-LIKE ASSETS UNDER MANAGEMENT
113,375 MWh (+2.3% vs 2024) ENERGY CONSUMPTION IN LIKE-FOR-LIKE ASSETS UNDER MANAGEMENT	714,933 m3 (+6.3% vs 2024) WATER CONSUMPTION IN LIKE- FOR-LIKE ASSETS UNDER MANAGEMENT	7,540 t (-3.6% vs 2024) WASTE GENERATED IN LIKE- FOR-LIKE ASSETS

Social Performance
295 (+0.7% vs 2024) EMPLOYEES	EUR 574 M (+9.5% vs 2024) VALUE DISTRIBUTED TO STAKEHOLDERS 3	EUR 3.0 M (-66.0% vs 2024) ECONOMIC IMPACT SOCIAL FOOTPRINT 4

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Directors' Report – 2025 Statement of Non-Financial Information

MERLIN Properties’ portfolio

MERLIN manages a diversified portfolio of around 3.2 million sqm of leasable space in the office,

logistics warehouse, shopping centre and data centre markets.

GLOBAL PORTFOLIO
EUR 12,630 M (LfL +4.7% vs 2024) GROSS ASSET VALUE (GAV)	3,241,840 m2 92.0% SPAIN 8.0% PORTUGAL	95.6% (-116 bps vs 2024) OCCUPANCY RATE
EUR 542 M (+8.3% vs 2024) GROSS RENTALINCOME	EUR 327 M (5.1% vs 2024) FFO	3.6 years AVERAGE LEASE PERIOD

1.2 Our Mission, Vision and Values

MERLIN's mission is to stand out as the leading REIT in the Iberian Peninsula with a commitment to

create long-term value and to generate sustainable and growing dividends for our shareholders. All

this takes place in a context where the values of transparency, ethics and corporate and social

responsibility are fundamental.

⁵ The Management Team means:https://ir.merlinproperties.com/en/corporate-governance/management-team/

Note: the number of assets may differ from the EPRA Tables (Annex 3).

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Directors' Report – 2025 Statement of Non-Financial Information

1.3 Structure of MERLIN

The Group's strategy and operations are characterized by:

1. Focusing on Core and Core Plus assets in Spain and Portugal

2. An investment grade capital structure

3. Distribution, via dividends or premium refunds, of 80% of the AFFO generated in the financial

year.

4. Being one of the most cost-efficient REITs in Europe.

5. Implementing best practices in corporate governance.

Its internal organisational structure can be summarised as follows:

• A Board of Directors (Board) composed of 12 directors and advised by the Audit and Control

Committee (ACC), the Appointments and Remuneration Committee (ARC) and the

Sustainability and Innovation Committee (SIC). The Company also has a Planning and

Coordination Committee (PCC).

• MERLIN's Board of Directors, subject to individual re-election every two years and composed

mainly of independent directors, defines, oversees and monitors the policies, strategies and

general guidelines for the management of the Group. The Board is responsible for long-term

strategy and for monitoring its implementation.

• General Management, composed of the Chief Executive Officer (CEO) and the Chief

Operating Officer (COO), who report directly to the Board and are also Board members.

• An Investment Committee made up of the management team 5.

1.4 Business activities

MERLIN Properties owns a portfolio of property assets valued at EUR 12,630 million, mainly

comprising 111 office buildings, 111 logistics warehouses, 13 shopping centres, 3 data centres and

land for the development of logistics warehouses and data centres. The portfolio has a gross leasable

area (GLA) of more than 3.2 million square metres that generates EUR 542 million in gross rental

income

⁶ Gross rental income Note 8.2 Operating leases-lessor.

⁷ Of the 15 spaces, 13 are owned by MERLIN.

⁸ 100%of the asset.

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Directors' Report – 2025 Statement of Non-Financial Information

OFFICES EUR 6,591 M GAV 111 ASSETS 1,234 k sqm of GLA EUR 292 M GROSS RENTAL INCOME 6	LOGISTICS EUR 1,449 M GAV 111 ASSETS 1,478 k sqm of GLA EUR 86 M GROSS RENTAL INCOME	SHOPPING CENTRES EUR 2,133 M GAV 13 ASSETS 446 k sqm of GLA EUR 133 M GROSS RENTAL INCOME
LOOM	ZAL PORT (48.5%) 8	TRES AGUAS (50%)8
15 SPACES7 and 3,609 desks 36,330 sqm of GLA OCCUPANCY: 85%	56 ASSETS 765 k sqm of GLA EUR 78 M GROSS RENTAL INCOME	1 ASSET 68 k sqm GLA EUR 10 M GROSS RENTAL INCOME
DATA CENTRES 3 ASSETS 89,1% leased 64 MW - Total capacity Phase I	DATA CENTRES PIPELINE 254 MW - Total capacity (Phase II)                                                        2,586 MW - Total capacity (Upsize + Pipeline)	7,8

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Directors' Report – 2025 Statement of Non-Financial Information

Offices

MERLIN once again consolidated its leadership position in the office market, surpassing pre-

pandemic levels in key financial and operational indicators, as reflected in the growth in rents in the

like-for-like portfolio (+3.5%), a positive release spread (0.4%) and exceeding the indication given to

the market at the start of the year regarding the occupancy rate (94.2%).

EUR 6,591 M GAV	111 ASSETS	1.2 M sqm GLA
EUR 292 M GROSS RENTAL INCOME	94.2% OCCUPANCY RATE	+3.5% GRI LFL

2025 Milestones

Occupancy at record levels

• Office occupancy finished at record levels (94.2%) thanks to the quality of the portfolio and

the Company's marketing efforts. The GLA occupied (+1,162 million sqm) also set a record.

• Of particular note is the recovery of occupancy on the A-1 where occupancy has increased by

almost 80,000 sqm since 2018, implying an 18% increase in occupancy in the area.

• Among the year's most notable additions and renewals are:

◦ Renewal of 43,515 sqm with Técnicas Reunidas in the Adequa business centre,

Madrid

◦ Renewal of 18,039 sqm with BNP Paribas and Huawei in Art, Lisbon

◦ New lease and renewal of 13,647 sqm with BBVA in PE Las Tablas, Madrid

◦ Renewal of 10,107 sqm with American Express at Partenon 12-14, Madrid

◦ New lease of 7,751 sqm with Cunef in PE Churruca, Madrid

◦ New lease of 3,693 sqm with PKF Attest in Castellana 280, Madrid

◦ New lease of 3,685 sqm with Accenture in Castellana 85, Madrid

Positioning LOOM among the top operators in the flexible office sector

• In terms of size, LOOM is one of the 5 largest operators in the market, with 36,330 sqm in

operation in 15 spaces.

• According to user ratings, LOOM is the highest rated operator on the market in Google

reviews, with an average score of 4.83.

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Directors' Report – 2025 Statement of Non-Financial Information

• In terms of price positioning, LOOM is in the five-star segment, and is the operator that

offers the most square metres per work station (10). This is reflected in the fact that it closed

the year with an ADR of EUR 500.

Completion and handover of new offices

• Josefa Valcárcel 48, which has been fully leased to Naturgy, has been completed and handed

over.

• In the development of the Cerro de los Gamos Business Park, the third building has been

delivered. A lease has been signed with a private university for the lease of buildings 1 and 2,

following the transfer of the current occupant of building 1 to building 3.

New tenant in the portfolio: IE University

• A lease agreement has been signed with IE University for the entirety of Castellana 278

(approx. 20,000 sqm), once it is vacated by ICEX.

New developments

• A turnkey contract has been signed with Técnicas Reunidas to develop Adequa 4 (21,500

sqm), consolidating Adequa as the global headquarters of Técnicas Reunidas.  Construction

of the building will start in 2026 and the building is scheduled to be handed over in 1Q28.

• Demolition of the Plaza Ruiz Picasso II building has begun.

• Work has begun on Alfonso XI, Liberdade 195 and Málaga-Marítimo 26.

Continuation of the Renazca project

• The RENAZCA Project aims to promote a complete refurbishment plan for the Azca complex,

located in the heart of the city, creating a place for the enjoyment of all citizens and the

subsequent revitalisation of the area, with the aim of making it a destination in the city of

Madrid and an example of good practices in sustainability.

• The first phase of the project has been completed with the unanimous approval of the Basic

Plans, which will be delivered to the Madrid City Council in 1Q26.

Contracts with Green Clauses

ØIncrease in the number of contracts including green clauses, reinforcing MERLIN's

commitment to sustainability and operational efficiency.

ØThe number of contracts with green clauses is 190 (+58% vs. 2024).

Advanced Management Tools

ØConnection to the Alarm Monitoring Centre: 40 offices are already integrated,

improving security and supervision.

Future objectives

Ongoing developments

• In 2026, work will continue at the Alfonso XI office in Madrid, at Liberdade 195 in Lisbon and

at Málaga-Marítimo 26. Work will begin on Adequa 4.

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Directors' Report – 2025 Statement of Non-Financial Information

• Works are also due to start on the Renazca project in the first quarter of 2027.

Growth in LOOM's core markets and expansion into other regions

• LOOM will increase its footprint with the opening of a new space in the iconic Plaza de

Callao.

• LOOM has identified a pipeline for growth in other cities such as Málaga, Valencia and

Lisbon.

Increase in contracts with green clauses

• As part of the Group's commitment to sustainability, Merlin is committed to green clauses in

its leases. These consist of a rent reduction of up to 50 basis points if the tenant meets a

series of milestones and shares its consumption data.

Logistics

MERLIN is the undisputed leader in the logistics market throughout the Iberian Peninsula, thanks to

the size and quality of its portfolio and the Group’s rapid response to its customers’ new

requirements. A release spread of +5.8% was obtained in 2025, with comparable rental income

growth of +1.5% and full occupancy (96%) was almost achieved.

EUR 1,449 M GAV	111 ASSETS	1.5 M sqm GLA
EUR 86 M GROSS RENTAL INCOME	96.4% OCCUPANCY RATE	+1.5% GRI LFL

2025 Milestones

Full occupancy achieved

• MERLIN's logistics portfolio continues to have high levels occupancy, once again

consolidating its position as the undisputed leader in the Iberian market. Among the year's

most notable additions and renewals are:

◦ New lease of 72,717 sqm with Mercedes Benz in Vitoria Jundiz I

◦ Renewal of 58,990 sqm with Media Mark in A4-Pinto II

◦ Renewal of 47,211 sqm with Logista in A2-Cabanillas Park II A

◦ Renewal of 45,170 sqm with DSV and Rangel in Lisboa Park A

◦ New leases of 33,210 sqm with Worten and Noatum in Lisbon Park B

◦ New lease of 30,585 sqm with Airbus in Seville-ZAL

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Directors' Report – 2025 Statement of Non-Financial Information

Continuation of logistics developments

• Full development of Lisboa Park: Building B has been delivered to Noatum and Worten

(33,210 sqm) and work is ongoing on delivering phase I (33,208 sqm) of Building C (approx.

102,000 sqm)

• Full development of Cabanillas Park II: Cabanillas Park II Building D has been delivered

(18,131 sqm) to Grupo Total and construction work continues on Cabanillas Park II Building C.

• Completion of building 4.4.2 in Sevilla Zal. It is scheduled to be delivered to XPO in February

2026.

• Start of work on the first warehouse in Valencia-Bétera Park (25,344 sqm), expected to be

delivered in 3Q26.

Green Clauses

The number of contracts with green clauses is 37 (+95% vs. 2024).

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Directors' Report – 2025 Statement of Non-Financial Information

Future objectives

Continuation of new developments

In 2026, MERLIN will continue to strengthen its logistics portfolio with the following

developments:

▪ Completion of the development of the A2-Cabanillas Park II logistics park.

▪ Start of work on two new logistics warehouses in Seville ZAL, with one of the projects

tailor-made for an operator.

▪ Progress on the logistics works at Lisboa Park and in Valencia-Bétera.

▪ Start of works in San Fernando III.

Increase in contracts with green clauses

• As part of the Group's commitment to sustainability, Merlin is committed to green clauses in

its leases. These consist of a rent reduction of up to 50 basis points if the tenant meets a

series of milestones and shares its consumption data.

Shopping Centres

MERLIN’s shopping centres continue to be a benchmark in the Spanish and Portuguese real estate

sector, strategically located in urban centres and in areas with high per capita GDP. This enables the

Group to maintain the progress made in previous years. A release spread of +6.7% was obtained in

2025, with comparable rental income growth of +4.7% and occupancy was increased (97.0%, +21

bps). Footfall (+5.0%) and sales (+10.7%) above pre-Covid levels.

EUR 2,133 M GAV	13 ASSETS	446 k sqm GLA	11.0% OCC. COST RATIO
EUR 133 M GROSS RENTAL INCOME	97.0% OCCUPANCY RATE	' +4.7% GRI LFL

2025 Milestones

Refurbishment of Callao 5

In 2025, MERLIN continued with the total refurbishment of the emblematic building located at Callao

5. This project includes:

• Complete remodelling of uses, installations and formats, transforming this iconic building

into one of Madrid's most valuable and representative assets.

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Directors' Report – 2025 Statement of Non-Financial Information

• It is 80% rented.

• Completion of 100% of the commercial area and development of the restoration project and

the opening of Levis and FNAC.

Completion of the refurbishment of Marineda City Shopping Centre

As the largest shopping centre in Galicia, now under full control of MERLIN, Marineda City was

completely made over, which included:

• Expansion of retail space to attract new brands (approx. 26,000 sqm).

• Creation of a new destination for socialisation and unique user experiences.

• An excellent tenant mix:

◦ Premium brands such as Scalpers, Häagen-Dazs, Veritas, Ktuin, Starbucks, Druni and

Vicio

◦ Flagship shops such as Druni (800 sqm), Kiabi (1,500 sqm) and Half Price (2,200 sqm)

◦ New shops of existing operators who needed more square metres to implement

their new concepts. Some examples are Sprinter which has grown from 700 sqm to

1,300 sqm, JD Sports from 700 sqm to 1,200 sqm, and Futbol Emotion from 200 sqm

to 800 sqm

◦ A variety of grocery options: Mercadona, Veritas, Primaprix

◦ A new 7,300 sqm leisure concept to open in 3Q26, unique in Northern Spain

• Consolidation of assets in the face of current and future competition

• Currently, roughly 95% of the enlarged surface area is already leased to new firms,

consolidating Marineda City's position as a commercial reference in Galicia and the

northwest of the peninsula.

Modernisation of the shopping centre portfolio management

During 2025, MERLIN continued its extensive modernisation of the management of its

shopping centres, placing them at the forefront of innovation and sustainability.

• Innovation

MERLIN relies on state-of-the-art data processing systems, designed to:

◦ Offering users and customers experiences they cannot get elsewhere.

◦ Creating a vibrant ecosystem and community around the shopping centres.

• Sustainability

With the SUN Project, MERLIN promotes sustainable practices through photovoltaic

installations:

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Directors' Report – 2025 Statement of Non-Financial Information

◦ 6 shopping centres already had installations in place by the end of 2025.

LEED certifications:

▪ Callao has obtained LEED Platinum

Re-use of rainwater in Marineda:

• Among the initiatives promoted by MERLIN is the reuse of rainwater, a solution that

positions the company as one of the most advanced players in water management in

the shopping centre sector in Spain.

• The system, already implemented in Marineda City, allows rainwater to be used for

various internal uses in the shopping centre after passing all the technical and

sanitary requirements established by Augas de Galicia, making it a pioneering

project. This initiative is a key step in reducing water consumption, optimising

resources and adapting to scenarios of increased water stress.

• Advanced Management Tools

◦ Centralised CRM: Implementation of Salesforce in all shopping centres,

enabling unified and efficient management.

◦ Connection to the Alarm Monitoring Centre: Two shopping centres are

already integrated, improving security and monitoring.

Consolidation and expansion of prominent operators

MERLIN reinforces its position as a reference owner for key players in the sector. Notable

new firms joining its portfolio in 2025 include:

• Marineda: Half Price, Jysk, Joma, Create, Vicio, Tesla, Guaw, Ohgar!, El Pulpo, Geek

Atmosphere, Cero de Costa

• Arenas  US Polo, Hadrena (Giga y Eclipso), and Utage Sushi, Cooligan and Divain

• X-Madrid Spark Island, Lynk & Co and Panda Game

• Arturo Soria Plaza: Ecoalf and Brubaker

• Saler: La Ramona and Kebah!

• Tres Aguas: So Real Park

• La Vital: Alvaro Moreno

• Porto Pi: Dorsia

MERLIN can also boast that it has all the tenants recognised with awards at the 2025

Conference of the Spanish Shopping Centres Association, such as MediaMarkt, Chalito, Cines

Yelmo and Herbolarios Navarro.

It is worth noting the full occupancy of the portfolio (97%) thanks to the continuous

innovative management of the shopping centre team.

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Directors' Report – 2025 Statement of Non-Financial Information

Implementation and roll-out of the Zero Waste programme

MERLIN Properties has implemented a comprehensive waste management project aligned

with the principles of the circular economy. This initiative seeks to optimise the use of

resources, minimise waste generation and promote waste recovery, while ensuring

regulatory compliance and traceability throughout the management chain. The approach

adopted prioritises reduction at source, segregation by type and recovery as the preferred

route to disposal, with the aim of reducing environmental and operational risks.

The project is based on objective, quantitative and verifiable information, externally audited,

which allows for a rigorous assessment of environmental performance. In the first half of

2025, the results obtained reflect a high level of efficiency: the Artea and Marineda shopping

centres achieved 100% waste recovery, while Porto Pi achieved 98.24%. These data, taken

from official statements, are evidence of the organisation's commitment to responsible and

efficient management. By the end of 2025, 6 shopping centres had been certified.

In addition, intensive efforts have been made to train and raise awareness among suppliers

and operators, promoting a shared culture of sustainability. This transversal commitment has

been key to consolidating operations aligned with the company's environmental and social

objectives, reinforcing its role as an active agent in the transition toward a more sustainable

economic model.

Resounding success at the Spanish Shopping Centres Association Conference for 2025

MERLIN was given two important awards:

1. Best small marketing campaign: Arturo Soria Plaza

2. Better implementation of corporate ESG strategy: zero waste programme

Green Clauses

The number of contracts with green clauses has grown significantly, reaching a total of 196

contracts (+125% vs. 2024).

Future objectives

Increase in contracts with green clauses

• As part of the Group's commitment to sustainability, Merlin is committed to green

clauses in its leases. These consist of a rent reduction of up to 50 basis points if the

tenant meets a series of milestones and shares its consumption data.

Continuation of the Digital Counting System

MERLIN's portfolio has implemented a digital system for counting visitors in shops and in

2026 the last centres, which are Almada and Centro Oeste, will be included. This system

provides key data to optimise the commercial and operational experience.

Roll-out of the Zero Waste Programme

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Directors' Report – 2025 Statement of Non-Financial Information

MERLIN continues to work on the extension of its successful Zero Waste Programme,

advancing in the environmental certification of its portfolio and reaffirming its commitment

to sustainability. In 2026, the last shopping centre in the Programme will be certified: Arenas.

Improving Speciality Leasing

• Reinforcement of the Speciality Leasing area through the hiring of a new team

aimed at optimising the marketing of temporary spaces and maximising the

profitability of common areas.

• Design and implementation of an in-house common space management

programme with standardised processes that improve planning, operational control

and the brand and visitor experience.

Advanced Management Tools

Work continues on connecting the rest of the portfolio to the Alarm Reception Centre. This

year Marineda will be connected.

Pilot Project: New composting plant in Marineda

• Implementation of a new composting plant at Marineda that aims to transform

organic waste on site and turn it into a marketable resource, replacing the cost of

external waste management with a model for the recovery and sale of compost.

• A pilot project with potential for scalability designed, if the project is successful, to

be progressively replicated in the rest of the portfolio, promoting sustainability and

economic efficiency across the company.

Data Centres

In 2021, MERLIN launched a new business line, data centres (Mega Plan), an asset class with 4

strategic locations in the Iberian Peninsula to develop state-of-the-art data centres.

2025 Milestones

Phase I: Full occupancy at BCN-PLZF and at Bilbao-Arasur

• BCN01-PLZF. In October 2024, a lease was signed with an artificial intelligence

operator for a single batch of 15 MW IT at the Barcelona-Zona Franca data centre,

which has 100% of its design capacity leased.

• BIL-ARASUR 03. 100% of the data centre’s design capacity is leased. In 2025 a lease

was signed with an artificial intelligence operator for a single lot of 18 MW IT in the

data centre.

Phase II: Start of work

• Work has already begun on the Lisbon data centre and the construction permit for

the third building of the Bilbao-Arasur campus has been received. Work on the

second Bilbao-Arasur building is progressing well, with delivery expected in 4Q26

Approved certifications

The data centres have 6 approved certifications, 3 of which were obtained in 2025:

⁹ EBITDA excluding LTIP and non-overhead expenses.

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Directors' Report – 2025 Statement of Non-Financial Information

1. ISO 9001: Certification obtained for Edged Spain (Aenor)

2. ISO 14001: No discrepancies identified during internal audit (Aenor)

3. ISO 50001: No discrepancies identified during internal audit (Aenor)

Obtained in 2025:

1. ISO 27001: No discrepancies identified during internal audit (Aenor)

2. ENS High level: No discrepancies (Aenor)

3. PCI-DSS: No discrepancies (Integrity 360)

Future objectives

Phase I: Completion of works

• MAD-Getafe 01 expected to receive electricity supply in 4Q26 (20MW IT)

Phase II: Continuation of works

• Delivery and commissioning of Bilbao-ARA 02 (48 MW) in 4Q26

Repowering BCN

• The project has been delivered to the customer in full, but is pending the repowering

that will provide it an additional 6 MW of IT power to 22 MW IT

Future certifications

• NIS 2 (focused on IT security, cybersecurity and physical security): Pending

transposition in Spain, MERLIN is adapted to achieve this certification as quickly as

possible once it is transposed

• ISO 45001 (Focused on occupational risk prevention, risk reduction, and safe

environments)

• Adaptation to the SOC 2 type II standard. Over the course of 2026, the compliance

model will be adapted to the SOC 2 type II standard.

1.5 Main milestones and corporate objectives

MERLIN Properties has demonstrated and strengthened its leadership position in the Iberian

Peninsula, posting excellent results

In 2025, MERLIN posted excellent results in key financial and operating metrics. As a result, MERLIN

ended 2025 with total revenue of EUR 564.9 million (including gross rents of EUR 542 million), like-

for-like growth of +3.5% (vs 2024), EBITDA 9 of EUR €415.8 million and operating profit (FFO) of EUR

326.6 million (58 euro cents per share).At the 2025 year-end, the gross asset value stands at EUR

12,630 million.

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Directors' Report – 2025 Statement of Non-Financial Information

MERLIN continues to strengthen its position in the Spanish and Portuguese markets with a diversified

portfolio of top-quality assets, and is committed to the integration of differential solutions that

provide added value to the users of its assets, with sustainability and innovation as two of its main

pillars.

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Directors' Report – 2025 Statement of Non-Financial Information

2. Our Strategic Proposal for sustainable development

2.1 Environment (sector)

Company Situation

Economic Situation

The macroeconomic environment in the Iberian Peninsula continues to show strength, buoyed

mainly by domestic demand, improving employment and the progressive stabilisation of monetary

policy.

In Spain, the economy is expected to maintain an expansionary cycle in 2026, with GDP growth

above the Eurozone average and rates above 2%. The gradual moderation of inflation and the

stabilisation of interest rates at around 2% are easing financing conditions and strengthening

business and real estate investment. In this context, real estate investment in 2025 exceeded EUR

18,400 million, with a year-on-year growth of 31%, and is expected to continue to expand by 5% to

10% in 2026.

In addition, the growth of private consumption, the improvement in the labour market and the

dynamism of tourism continue to act as key drivers of the real economy and the real estate sector.

In Portugal, a similarly positive scenario is continuing, although on a smaller economic scale. Private

consumption, international tourism growth and the recovery of retail continue to drive economic

activity. In 2025, household spending grew by 3.5% and retail sales increased by 4.8%, reflecting a

strong demand environment.

Overall, both markets present favourable macroeconomic fundamentals for the real estate sector,

supported by financial stability, robust domestic demand and an environment attractive to

international investors.

Situation of the rental market by geographical area:

Madrid

Madrid continues to consolidate its position as one of the main real estate hubs in Southern

Europe, supported by a favourable macroeconomic environment, employment growth and

high attraction of international investment. In the office segment, prime rents will be around

EUR 44/sqm/month in 2025, with approximately 535,000 sqm under lease and availability

levels close to 9%, with prime submarkets below 4%. Office investment reached

approximately EUR 1.9 billion, reflecting the strong investment interest in core and

sustainable assets. In logistics, Madrid exceeded one million sqm of annual absorption within

the joint total with Catalonia, with an availability of around 9.6% and an investment volume

of approximately EUR 506 million. Additionally, Madrid is reinforcing its strategic positioning

in the data centre sector, driven by technological demand, the growth of artificial intelligence

and the relative availability of energy infrastructure.

Barcelona

Barcelona has a dynamic real estate market, with high demand for prime assets and

particular strength in the technology and innovation segment, particularly in the 22@

district. In offices, prime rents stood at around EUR 31.5/sqm/month in 2025, with

approximately 321,000 sqm under contract and availability close to 8.8%, with strong

pressure on grade A quality space. Office investment reached approximately EUR 912 million,

with high investment activity in well-located and sustainable assets. In logistics, the Catalan

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Directors' Report – 2025 Statement of Non-Financial Information

market registered approximately 615,000 sqm of leasing, with reduced availability levels of

around 4.3% and investment volumes of approximately EUR 595 million, demonstrating the

structural shortage of product in prime locations. In retail, Barcelona maintains high demand

on the High Street, with upward pressure on prime rents due to the scarcity of available

supply.

Lisbon

Lisbon continues to consolidate its position as one of the most dynamic real estate markets

in Southern Europe, supported by the growth in tourism, the improvement in private

consumption, and the increase in international investment interest. In the retail segment,

prime High Street rents were around EUR 155/m²/month in 2025, with occupancy levels

close to 100% in the main retail hubs, reflecting strong demand for prime locations and

structural supply shortages. The Portuguese retail market also showed solid operating

indicators, with occupancies close to 96.6% in shopping centres. In macro terms, the growth

of household consumption and the dynamism of tourism continue to act as drivers of the

city's real estate market. At the same time, Lisbon continues to gain prominence in the

Iberian market as a destination for investment and expansion of international operators.

Situation of the rental market by branch of activity:

Offices

The office market in Spain showed a solid performance during 2025, with a total take-up of

close to 855,000 sqm, with Madrid standing out with approximately 535,000 sqm and

Barcelona with approximately 321,000 sqm. Availability levels continue to fall, especially in

prime areas, where in certain CBD submarkets they are below 4%. At the same time,

investment in the office segment recorded strong year-on-year growth, driven by investor

interest in core assets and in buildings with high ESG and technology standards, consolidating

the polarisation towards higher quality assets.

Logistics

The logistics market maintains structurally sound fundamentals, supported by the growth of

e-commerce, the reconfiguration of supply chains and demand linked to domestic

consumption. In 2025, combined logistics procurement in the Madrid and Catalonia markets

reached approximately 1.77 million sqm, remaining at well above historical averages.

Availability levels continue to adjust, standing at around 9.6% in Madrid and approximately

4.3% in Catalonia. In terms of investment, the segment maintains investment interest, with

volumes of approximately EUR 506 million in Madrid and EUR 595 million in Catalonia in

2025.

Shopping Centres

The retail sector continues to show a solid operating performance in Spain and Portugal,

supported by the recovery in consumption, the growth in tourism and the positive evolution

of retail sales. In 2025, occupancy levels in shopping centres were around 94.5% in Spain and

96.6% in Portugal, reflecting the structural strength of the dominant assets. In terms of

investment, shopping centres concentrated a significant volume of capital, amounting to

around EUR 1,371 million in Spain in 2025, consolidating investment interest in assets with a

strong commercial positioning and a high capacity to generate income.

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Directors' Report – 2025 Statement of Non-Financial Information

Data centres

The data centre market in Iberia continues to move towards a more mature phase, driven

mainly by the structural growth of digital demand, the development of artificial intelligence

and the need for resilient technological infrastructures. Madrid continues to solidify its

position as one of the main data centre hubs in southern Europe, while the availability of

energy and suitable land is one of the main strategic factors for the development of the

sector. In this context, structural demand continues to grow, with limited supply in strategic

locations and an increasing focus on energy efficiency, sustainability and advanced

technological solutions.

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Directors' Report – 2025 Statement of Non-Financial Information

2.2 MERLIN's strategic horizon

MERLIN's strategy focuses on generating sustainable returns for shareholders through the

acquisition, development, specialised management and selective rotation of property assets, mainly

in the Spanish market and, to a lesser extent, in Portugal.

In line with this purpose, MERLIN has set itself the goal of remunerating shareholders through a

dividend policy covering 80% of the AFFO generated during the year. To achieve this objective, the

Company has defined a specific mix in the various branches of its activity, focusing on continued

investments in Core and Core Plus assets in the Spanish and Portuguese markets. At the same time, it

is committed to maintaining cost efficiency and applying best practices in corporate governance.

To this end, and based on industry best practice, the Group operates in four key strategic areas:

• Internal portfolio management: MERLIN is committed to internalising the management of

its properties by a first-class team with extensive experience in the real estate sector. In

doing so, the Company is able to maximise the operational efficiency and profitability of each

asset in all stages of the life cycle.

• Profitability through asset refurbishment: MERLIN strives to realise the full potential of each

asset through refurbishment, maximising the value of the portfolio and generating higher

returns for shareholders.

• Entry in a new asset class: data centres.

• Sustainability, a key aspect of the assets: MERLIN continues to aspire to the highest levels of

sustainability and efficiency in its portfolio. It does so by integrating sustainability into the

entire life cycle of the asset and supporting this commitment by obtaining sustainability

certifications.

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Directors' Report – 2025 Statement of Non-Financial Information

2.3 Outlook

In the absence of externalities, occupancy levels in the three main asset classes (offices, logistics and

shopping centres) are expected to be maintained, while rents will continue to benefit slightly from

inflation as leases are indexed to the CPI.

In February 2026, MERLIN signed a lease agreement for 48 MW IT at BIO-ARA 02, one year ahead of

the asset’s completion, the largest lease ever signed in the Iberian Peninsula. It also signed a lease

agreement for 18 MW IT at MAD-GET 01 with a neocloud operator.

Gross rents of EUR 66 million are expected to be reached in 2026.

2.4 MERLIN's commitment to sustainable management

MERLIN manages its activities responsibly, ensuring the sustainable achievement of long-term

objectives and the generation of shared value for its stakeholders. This practice is based on strict

compliance with current legislation and adherence to international benchmark standards, reflecting

its commitment to operational excellence and corporate responsibility.

In this context, MERLIN's primary commitment is to achieve sustainable profitability to ensure the

success of its business project, taking into account the expectations of its stakeholders. In addition,

growth is sought that does not harm the environmental performance of the organisation, minimising

any impact on the environment. The integration of sustainability into asset development and

repositioning processes is prioritised as a core strategy.

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Directors' Report – 2025 Statement of Non-Financial Information

MERLIN’s sustainability roadmap

Sustainability policy

MERLIN Properties views sustainability as a key driver to generate value in the environment in which

it operates, in particular through its assets. The essential principles guiding MERLIN’s sustainability

roadmap are as follows:

The Sustainability Policy has been approved by the MERLIN Properties' Board of Directors. The Board

of Directors, through its delegated Committees and, in particular, the Sustainability and Innovation

Committee, carries out the oversight to ensure the correct implementation and fulfilment of all

guiding principles and commitments established.

A number of specific policies have also been created to provide the internal regulatory framework for

implementing MERLIN's commitment to sustainable management. All these policies are available on

the corporate website and are as follows:

– Corporate sustainability and social responsibility policy.

– Policy on respect for human rights.

– Stakeholder relations policy.

– Biodiversity policy.

Guiding principles

• Responsible governance and ethical behaviour: MERLIN is committed to the highest

standards, guarantees and transparency in the Group’s management and decision-making,

and to the success of the business when carrying out its activities, safeguarding ethics and

integrity in its operations.

• Transparency with stakeholders: MERLIN considers it a priority to provide complete,

accurate and truthful information on the Group’s performance and activities, and to

¹⁰ Climate Change Conference in Paris.

¹¹ Task Force on Climate-related Financial Disclosures.

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Directors' Report – 2025 Statement of Non-Financial Information

maintain sufficient relationship channels with its stakeholders, actively communicating with

them and responding to their main demands and expectations.

• Independent external validation of commitments: MERLIN seeks to endorse its

commitments by obtaining external validation, which guarantees the effective integration of

sustainability in its internal management and assets, and this gives credibility to the practical

implementation of the commitments made in the Group’s decision-making and activities.

Pathway to Net Zero

Following the 2.0°C pact made at COP21 10, MERLIN announced its commitment to become a net zero

carbon company by 2030, in line with the with science-based targets (SBTi), reporting risks under the

TCFD recommendations 11 and committed to the SDGs set by the UN.

Decarbonisation strategy

MERLIN's decarbonisation strategy has three vectors: reducing emissions in the day-to-day operation

of the asset portfolio, avoiding future emissions in the asset portfolio by reducing the life-cycle

carbon footprint of an asset when it is developed or refurbished, and offsetting MERLIN's

unavoidable carbon footprint.

1. Scope 1 and 2 operational carbon reduction. In 2022, MERLIN launched its decarbonisation

plan titled “Pathway to Net Zero”, a roadmap that outlines the way to improve not only the

performance of the Group itself and its assets under operational control, but also the

behaviour of the key agents responsible for MERLIN’s emissions throughout its value chain,

including suppliers and tenants. The decarbonisation plan envisaged a number of initiatives

to achieve the targets:

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Directors' Report – 2025 Statement of Non-Financial Information

Strategy:

The Company's goal is to reduce the carbon measured in intensity (KgCo2/sqm) of the comparable or

"like-for-like" portfolio by 85% from the base year (2018) to 2028, for Scopes 1 and 2, in a market-

based methodology.

In 2025, MERLIN increased the carbon footprint intensity of the like-for-like portfolio for Scopes 1

and 2 by 13.1% compared to 2024 and by 51.1% compared to the base year in a location-based

methodology.

2. Reduce scope 3 emissions: engage tenants through green clauses in new leases and

pioneering initiatives such as rent reduction for tenants who certify that their operations are

net zero.

On 1 January 2023, the new green clause came into force for all contracts, under which all

tenants who wish to benefit from a reduction in rent must share their consumption data

through a technological platform (Deepki). This green clause includes a series of milestones

and, if achieved, the tenant can benefit from a reduction in rent of up to 50 basis points.

At the close of 2025, approximately 423 of the leases included the green clause.

3. Reduce embodied carbon in developments and refurbishments: Since 2022, MERLIN has

carried out a procedure for measuring the embodied carbon footprint for developments and

refurbishments. Specifically, in the case of CapEx awards for amounts over EUR 3 million, the

proposal must include the calculation of the embodied carbon footprint of the project

awarded. This procedure means that an additional sustainability criterion is added when

selecting suppliers. Since 2024, MERLIN has set maximum embedded carbon footprint limits

for developments and refurbishments above EUR 3 million, which are as follows:

a. Offices: 500 kgCO2/sqm

b. Shopping centres: 500 kgCO2/sqm

c. Logistics: 400 Kg CO2/sqm

4. Offset residual emissions: offsetting the unavoidable footprint through duly certified own

initiatives focused on environmentally-based solutions with a positive impact on local and/or

underdeveloped communities.

In 2025, MERLIN acquired 200 hectares of land in the municipality of Serradilla del Llano de

Salamanca (the "MERLIN Forest"). This is an area of high ecological and landscape value that

was affected in July 2022 by the biggest fire recorded in the province of Salamanca in the

21st century, which destroyed more than 8,000 hectares. The restoration of the planned 200

hectares will allow the ecosystem to absorb approximately 168,035 tonnes of CO2 over a

period of 50 years.

5. Renewable energy: 100% renewable energy supply and photovoltaic power generation

through the SUN Project, which consists of installing photovoltaic panels on the roofs of the

assets.

In 2025, the total installed capacity amounted to 18.9 MW. Currently, the total percentage of

self-consumption is 5.6%. Likewise, 100% of MERLIN’s assets under operational control

consume renewable electricity with a guarantee of origin certificate. 

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Directors' Report – 2025 Statement of Non-Financial Information

Decarbonisation strategy - transition to carbon neutrality

MERLIN Properties is firmly committed to the decarbonisation of its portfolio, the progressive

reduction of resource consumption, and the promotion of the circular economy, which are

fundamental pillars of its ESG strategy. As part of this vision, the approved Decarbonisation Plan sets

the goal of making its entire asset portfolio carbon neutral, thereby contributing to the achievement

of the goals set out in the 2015 Paris Agreement.

Strategic decarbonisation plan

As mentioned above, MERLIN developed a Decarbonisation Plan after analysing each asset

individually and assessing its current status and potential for improvement in environmental

performance, thus reducing its carbon footprint. The net result of this portfolio-level analysis was

MERLIN's Path to Net Zero, published in April 2022.

The improvement potential is estimated on the basis of implementing measures and carrying out

investments in the assets, which can be grouped as follows:

(i) Providing the asset power from renewable energy sources.

(ii) Renovating and improving air-conditioning and ventilation systems.

(iii) Automating the asset’s energy management through BMS systems.

(iv) Specific energy saving measures (ESMs).

(v) Obtaining prestigious certifications that contribute to energy efficiency (LEED, BREEAM, AIS,

Well, Wiredscore).

The CapEx associated with the Decarbonisation Plan for these measures in 2025 was EUR 10.3

million, while the amount foreseen for the next 5 years is EUR 59.8 million.

(€ million)	2025	2026-2030
Renovating and improving air- conditioning and ventilation systems	0.8	8.3
Automation of building management systems (BMS)	1.7	11.5
Energy saving measures (ESM)	3.5	25.4
Certificates	0.7	2.7
Photovoltaic	1.5	2.6
Others	2.1	9.3
Total	10.3	59.8

In addition, as mentioned above, in refurbishments and developments exceeding EUR 3 million,

CapEx is invested in the construction process to install the best equipment to improve the

environmental performance of the assets throughout their life cycle.

The CapEx associated with improving the environmental performance of MERLIN's refurbishments

and developments was EUR 75.8 million in 2025, while the amount foreseen for the next 5 years is

EUR 701.1 million.

(millions €)	2025	2026-2030
“Green" CapEx in works and developments	75.8	701.1

Finally, for 2025, the Sustainability and Innovation Committee has set an internal carbon price of EUR

100/TnCO2. This price was set by taking into account the existing prices in the European Union

Emissions Trading System (EU ETS), the German rate and a sectoral benchmark.

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Directors' Report – 2025 Statement of Non-Financial Information

This internal carbon price introduces an additional decision-making criterion, the cost of energy, as it

is incorporated as an additional cost in investment analyses to assess the profitability of a project.

The internal carbon price works as follows:

– In developments and refurbishments. The theoretical cost of the embedded carbon footprint

will be calculated and will be an additional factor to be taken into account in investment

decisions.

– In the day-to-day running of the assets. The theoretical cost of the operational carbon

footprint will be calculated and will be an additional KPI for assessing the overall

performance of a given asset.

With this internal carbon price, the cost of MERLIN's carbon footprint in 2025 was as follows:

Scope 1 y 2	Location-based			Market-based
	ICP (€)	Tonnes	Cost	ICP (€)	Tonnes	Cost
Operational carbon footprint	100	11,132	1,113,244	100	2,356	235,617
Embedded carbon footprint	100	58,146	5,814,600	100

Water management

MERLIN understands how important it is to consume such a valuable resource as water efficiently

and responsibly, as particularly in Spain due to its climatic conditions, water is experiencing periods

of scarcity.

This is why water consumption is covered by both the company's sustainability policy and its

biodiversity policy.

MERLIN takes into account the importance of rationalising and reducing water consumption in its

assets, installing water-saving devices at consumption points, seeking to use alternative water

sources and maximising the efficiency of the irrigation systems installed in the landscaped areas of

the different portfolios.

The following lines of action have been made priorities:

• Integrating sustainable urban drainage systems

• Implementing water-saving irrigation systems that are as suitable as possible for each type of

landscaping

• Incorporating recycled and treated water facilities for irrigation, rainwater and/or greywater,

wherever possible

In addition, the green clause in MERLIN's leases includes a series of measures for the tenant in its

implementation projects:

i. toilets with a 3- and 6-litre dual flush option;

ii. taps equipped with motion sensors or push buttons and flow-limiting valves; and

iii. urinals with low water consumption or push buttons.

Finally, in line with its environmental policy and within the framework of MERLIN's sustainability

strategy, the Company is working to reduce its water footprint intensity by 2030 (m³ consumed/sqm

of surface area) by 10% from the base year 2025 for its like-for-like asset portfolio.

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Directors' Report – 2025 Statement of Non-Financial Information

2.5 A Deep Dive into the Materiality of Sustainability

As a sign of its commitment to sustainability and using it as a strategic tool, MERLIN has updated

the dual materiality analysis it carried out in previous years.

Dual materiality is a critical exercise for the Company, as it allows it to identify the most relevant

issues to be addressed through action plans and specific objectives, which must be integrated into

the Sustainability Plan, one of the fundamental pillars of the Strategic Plan.

The objective of this analysis is to identify and prioritise the most relevant aspects for MERLIN,

both from the perspective of the impacts that affect its impacts on its environmental and socio-

economic surroundings, and the risks and opportunities that affect the Company. These aspects

have been classified according to the environmental, social and governance (ESG) structure and they

are aligned with the topics defined by the European Sustainability Reporting Standards (ESRS). The

update has been carried out taking as a reference the simplifications introduced by the European

Commission's Financial Reporting Advisory Group (EFRAG) in the ESRS in their most recent version

at the time of reporting: i.e., the ESRS in their November 2025 version (pending approval in

Delegated Act by the European Commission).

In addition, we have conducted a parallel consultation with our main stakeholders as a key element

to integrate their perceptions and expectations regarding our sustainability management, and these

perceptions have been directly incorporated into the update of the dual materiality analysis.

The process we followed to update our dual materiality analysis is as follows:

SECTOR CONTEXT AND BUSINESS MODEL ANALYSIS

In this first phase of work, a context analysis of both the sector in which MERLIN operates and the

Company's own business model was carried out. This exercise gave a preliminary and structured

overview of the issues to be taken into account in the subsequent identification of impacts, risks and

opportunities, as well as in their subsequent assessment.

To this end, a number of additional sources of information and perspectives were considered,

notably:

• Sustainability trends in the sector, identified through sectoral reports and other specialised

sources.

• Analysis of the sector's competitive ecosystem.

• Assessment of criteria and expectations of prescriptive bodies (MSCI, SASB, among others).

• Review of the applicable legislative framework.

• MERLIN's value chain.

The main findings derived from this context analysis indicate that, in general terms, the environment

in which MERLIN operates has not undergone substantial changes compared to the previous period.

The results of this update are therefore expected to be relatively consistent with those of the

previous year.

IDENTIFICATION OF ISSUES, SUB-ISSUES, IMPACTS, RISKS AND OPPORTUNITIES (IROs):

First, to identify topics and sub-topics, the choice was made to simplify the previous structure and

align it with the one proposed in Appendix A of ESRS 1, following the latest available version of

November 2025. This approach seeks to facilitate the dual materiality exercise and, in turn, improve

the comparability of our results with market practices, while incorporating those additional issues

specific to MERLIN (entity-specific). As a result, a list has been defined consisting of 14 topics, two of

which are specific to the company.

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Directors' Report – 2025 Statement of Non-Financial Information

The following topics were selected:

Environment

• Adaptation to climate change.

• Energy efficiency and emission reduction.

• Pollution of the environment.

• Resource use and management.

• Biodiversity and natural capital.

• Waste management.

Social

• Working conditions of employees.

• Safety in the value chain.

• Contribution to society and relationship with local communities

• Relations with customers and users.

Governance

• Business ethics and governance.

• Corruption, bribery and money laundering.

• Cybersecurity and data processing.

• Digitalisation and innovation.

In terms of structure, the main changes compared to the previous year were as follows:

• The topic of Occupational health and safety is now integrated as a sub-topic within Working

conditions of employees.

• The topic Business Risk Managementhas been removed, as its content is indirectly covered

by the risk analysis in the other topics.

• The wording of some titles has been updated, such as Safety in the Value Chain (formerly

Value Chain) and Waste management (formerly Waste management and circular economy).

In addition, certain sub-topics of Appendix A of ESRS 1 have been excluded as they are not applicable

to MERLIN Properties' business model.

Once the structure of topics was defined, the list of Impacts, Risks and Opportunities (IROs) was

updated. This was done on the basis of the previous inventory (the result of extensive internal

meetings with the managers of each business line) to which the new aspects applicable to 2025 were

added, and any IROs that were obsolete or affected by changes in the operational context were

eliminated or modified. This method ensures year-on-year traceability and reflects changes in the

environment.

The result of the previous analysis consisted of a list of 49 impacts, 24 risks and 31 opportunities. The

2025 update to the analysis contains a list of 47 impacts, 30 risks and 29 opportunities, although this

process is considered to be a continuous labour of identification, analysis and prioritisation.

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Directors' Report – 2025 Statement of Non-Financial Information

It is important to note that the entire value chain has been considered in this identification.

Furthermore, for each IRO, the affected stakeholders, the operational scope for MERLIN and the

corresponding regions have been determined.

In terms of risks, the dual materiality analysis has been aligned with the Corporate Risk Matrix, thus

reinforcing methodological consistency and interoperability between years.

PRIORITISATION OF IMPACTS, RISKS AND OPPORTUNITIES

The IROs were assessed using a methodology that incorporates scope, likelihood, remediability and

scale metrics for impacts (adjusted for positive or negative, actual or potential), as well as economic

valuation, likelihood and scale metrics for risks and opportunities.

Additionally, the timeframe of all the potential impacts has been considered - short term (up to 12

months), medium term (between 12 and 36 months) and long term (more than 36 months) - as well

as the risks and opportunities, assessing in each case the moment in which they could materialise

and scoring their metrics accordingly.

The risk and opportunity assessment methodology has been aligned with MERLIN's Risk Map, which

reinforces consistency between years.

As an essential element of the process, the perceptions and expectations of key internal and external

stakeholders, obtained through questionnaires and interviews, have again been incorporated. 

Internal stakeholders

MERLIN's employees were consulted by means of questionnaires.

External stakeholders

Banks, suppliers and tenants/customers were consulted through questionnaires, while interviews

were carried out to consult shareholders.

Each stakeholder group has been assigned a weight proportional to the relevance of its expectations

for MERLIN, incorporating this input quantitatively in the scale metric.

DATA PROCESSING AND RESULTS

The result of all these phases was a list of material and non-material IROs and ESG topics for the

company, determined on the basis of a consistent materiality threshold and validated by the auditor.

Impact threshold	6.05
Financial threshold	3.48

The results were prepared by a sustainability consultancy firm and subsequently reviewed and

validated by MERLIN's Sustainability Department and the external auditor.

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Directors' Report – 2025 Statement of Non-Financial Information

The following is a prioritisation of the most relevant ESG issues for MERLIN in 2025, from an impact

and/or financial perspective. 

ESG	Subject	Impact materiality score	Impact materiality stoplight	Financial materiality score	Financial materiality stoplight	Materiality
E	Climate change adaptation	0	⬤	7.8	⬤	Materiality
	Energy efficiency and emission reduction	12	⬤	5.7	⬤	Materiality
	Environmental pollution	5	⬤	3.3	⬤	Non-material
	Resource use and management	6	⬤	6.9	⬤	Materiality
	Biodiversity and natural capital	6	⬤	3.3	⬤	Non-material
	Waste management	4.5	⬤	3	⬤	Non-material
S	Employee working conditions	9	⬤	3.3	⬤	Materiality
	Safety in the value chain	6	⬤	5.4	⬤	Materiality
	Contribution to society and relationship with local communities	4.5	⬤	3	⬤	Non-material
	Customer and user relations	9	⬤	8.4	⬤	Materiality
G	Business ethics and governance	10.5	⬤	10.5	⬤	Materiality
	Corruption, bribery, and money laundering	6	⬤	3.9	⬤	Materiality
Entity Specific	Cybersecurity and data processing	5.5	⬤	6.3	⬤	Materiality
	Digitisation and innovation	7.5	⬤	4.5	⬤	Materiality

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Directors' Report – 2025 Statement of Non-Financial Information

Compared to the previous year, the following changes are noteworthy:

Of the 14 topics analysed during the dual materiality update exercise, only the following four topics

were found to be non-material:

– Pollution of the environment.

– Biodiversity and natural capital.

– Waste management.

– Contribution to society and relationship with local communities.

Compared to the previous year, the topics "Waste management" and "Pollution of the environment"

have been considered non-material, as the impact of the IROs identified for both topics is only

focused on a few value chain agents and represents a very residual impact for MERLIN from the point

of view of risks and opportunities.

Although certain requirements of Law 11/2018 refer to matters that, according to the dual

materiality analysis performed, have not been considered material for Merlin, the Company will

continue to voluntarily disclose information on these aspects to comply with these legal

requirements.

In 2026, MERLIN will continue to update the dual materiality analysis, consolidating the

methodology, improving the processes for identifying and prioritising IROs and ensuring compliance

with current legislation, with the aim of adequately reflecting the evolution of the Company's

context.

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Directors' Report – 2025 Statement of Non-Financial Information

3. Foundations and practices of responsible management

MERLIN has a robust governance system in line with its commitment to ethics, compliance and

transparency, which is backed by independent third-party validation.

MILESTONES IN 2025

FUTURE OBJECTIVES

• Approve a new Directors' Remuneration Policy for 2025-2027 based on best market standards and practices. • Approve a new Policy on the Responsible Use of Artificial Intelligence systems that regulates the governance process of AI systems, having implemented an internal approval and contracting process. • The Board has implemented the 2025 Work Plan which included the opportunities for improvement identified in the Board and Board Committees Evaluation conducted internally in 2024. • In 2025, MERLIN continued to improve its Risk Management System, with a particular focus on climate-related risks and exposure of assets to extraordinary events. • During the course of 2025, progress was made on the design and implementation of a new GRC internal control model in a new tool (Workiva) that will help strengthen the integrity and efficiency of MERLIN's internal control processes (ICFR and ICSR).

• Continue the process of continuous improvement of the Governance System, aligning it with international best practices. • Develop and implement the opportunities for improvement identified in the 2025 Board Evaluation, conducted internally and led by the Appointments and Remuneration Committee. • Continue work on third-party risk analysis with the aim of extending best practices in supply chain integration, monitoring and control. • Establish a comprehensive cyber-security management system that meets the requirements of the NIS Directive2, and strengthens the ability to prevent, detect, respond to and recover from incidents affecting the organisation's critical services • Retain the UNE 19.601 Criminal Compliance Management Systems and ISO 37.001 Anti- Bribery Management Systems certifications, the scope of which covers all Group companies. • Maintenance of ISO 27001 Information Security and National Security Scheme certifications (at the highest level).

¹² Under section 529 duodecies of the Spanish Corporate Enterprises Act (Ley de Sociedades de Capital), an independent

director is considered to be a director who, appointed based on their personal and professional qualifications, may perform

their duties without being conditioned by their relationships with the Company or its Group, its significant shareholders or

management.

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Directors' Report – 2025 Statement of Non-Financial Information

KEY INDICATORS FOR THE YEAR
	2025	Change 2024-2025
Independent directors 12	6/12	-7% (8/14)
Women on the Board of Directors	5/12	-1% (6/14)
Non-executive directors with industry experience	3/10	-12% (5/12)
Directors with 4 or more mandates (2-year terms)	5/6	8% (6/8)
Scope of ethics and compliance training (employees trained)	100%	+—%

MERLIN has developed a Governance System that sets out the principles that should the Company,

all Group companies and their professionals.

3.1 Governance structure

The Board Regulations, the Regulations of its Committees, the General Meeting Regulations and the

main policies of MERLIN’s Governance System, along with a summary of the remaining policies, are

published on the corporate website: https://ir.MERLINproperties.com/gobierno-corporativo/

normativa-de-gobierno-corporativo/

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Directors' Report – 2025 Statement of Non-Financial Information

MERLIN uses the CNMV’s “Good Governance Code for Listed Companies” as a reference, along with

the good governance recommendations generally recognised and accepted by the markets. During

2025, the Board the Board approved the following updates to the Governance System:

Directors Remuneration Policy 2025 - 2028

The 2025 Annual General Meeting, held on 30 April 2025, approved as a separate item on the agenda, the Remuneration Policy for the years 2025 - 2028, which MERLIN’s Board approved at its meeting of 26 March 2025, following the proposal of the Nomination and Remuneration Committee. The Remuneration Policy seeks to attract, retain and engage the best talent to achieve the Company's long-term objectives, incorporating the necessary safeguards to avoid excessive risk-taking and prevent rewarding poor performance. Variable remuneration is aligned with both the interests of shareholders and those of the Company as a whole, incorporating targets linked to the Company’s sustainability strategy. • Linking a high percentage of the remuneration to the Company's profits ("pay for performance"). • A short-term incentive plan (STIP), in which the weight of financial metrics represents at least 80% and non-financial metrics a maximum of 20%. With 2 years deferral of payment of 50% and inclusion of objectives linked to sustainability (10%). • 2025-2027 Long-Term Incentive Plan: Share-based incentive. The entire incentive is performance-linked to a 3-year target measurement period. The LTIP is linked in a relevant percentage to metrics aligned with shareholder return and with objectives related to the new data centre branch of activity and others linked to sustainability (10%). It includes an obligation to hold on to shares earned until two years have passed since the first payment date.

Responsible Use of Artificial Intelligence Systems Policy

On 18 December 2025, MERLIN's Board approved the Policy on the Responsible Use of Artificial Intelligence, following a report from the Appointments and Remuneration Committee and at the proposal of the Sustainability and Innovation Committee, which establishes the basic principles of action that should govern the design, development and application of artificial intelligence tools in accordance with the legislation applicable at all times and with its ethical values, as defined in the Code of Conduct, as well as with other applicable internal regulations. MERLIN will use artificial intelligence systems in a responsible, transparent, secure and reliable manner. To this end, it assumes and promotes basic principles of action that must govern its activities related to the design, development, application and use of artificial intelligence tools in the workplace in a safe, innovative, creative and effective manner.

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Directors' Report – 2025 Statement of Non-Financial Information

Risk Management and Control Policy On 30 April 2025, MERLIN's Board approved an update to the Risk Control and Management Policy at the proposal of the Audit and Control Committee, which includes a series of technical corrections to adapt to MERLIN's new Corporate Governance, including a better definition of the 3 lines of defence according to current control bodies (OCP, OCN, OCI, CISO, DPO) and adaptation to the new 2024 Audit and Control Committee Regulations (CNMV Technical Guide 2024): • Catalogue of risks under Audit and Control Committee purview • Coordination on risk identification and control between committees (Appointments and Remuneration Committee & Sustainability and Innovation Committee) • Annual analysis of the list of risks according to thresholds defined by the Board • Annual review with Directors of Lines of Business of branches of activity • A new risk category catalogue, including strategic, technological, climate and emerging risks. The first version of this Policy was approved in 2016 (and subsequently revised in 2018, 2019, 2021 and 2022).

Its internal organisational structure can be summarised as follows:

• A Board composed of 12 directors. MERLIN’s Board of Directors is composed of a majority of

independent directors and its activities are focused on defining, supervising and monitoring

the policies, strategies and general guidelines to be followed by the Group. The Board is

responsible for long-term strategy and for monitoring its implementation.

• A Planning and Coordination Committee composed of 4 directors, including the chair, the

CEO and the lead director, assigned the functions of preparation, coordination, proposal and

preliminary review of the agenda and proposed resolutions to be submitted to the Board,

without executive functions and without supervisory or control functions.

• A Lead Director, who will chair the Board in the absence of the chair, and, as applicable, the

vice-chair and who coordinates the external directors and is informed and aware of the

concerns of investors and shareholders. The lead directors also plays an important role in

managing the internal reporting system (Whistleblower Channel).

• An Audit and Control Committee (ACC) composed of 5 directors, an Appointments and

Remuneration Committee (ARC) with 5 directors, and a Sustainability and Innovation

Committee (SIC) with 4 directors; all of these committees are made up of a majority of

independent directors, are informative and advisory bodies, without executive functions,

with advisory, reporting and proposal-making powers within their scope of action.

• A Chief Executive Officer (CEO) who reports directly to the Board and is a Board member,

responsible for carrying out the Company’s strategy and operations.

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Directors' Report – 2025 Statement of Non-Financial Information

• A Chief Operating Officer (COO) who reports directly to the Board and is a Board member,

responsible for managing and carrying out the Company’s operations.

• An Investment Committee made up of the management team.

Composition and operation of the Board of Directors

The Board, in exercising its functions of submitting proposals to the General Meeting and co-option

to fill vacancies, will ensure that, in the composition of the Board, external or non-executive directors

represent a majority over executive directors and that there is a majority of independent directors.

Likewise, the Board ensures that member selection procedures favour diversity of gender,

experience, and knowledge and are not affected by any implicit bias that may entail any kind of

discrimination, and in particular, that they facilitate the selection of women directors.

In accordance with section 15.5 of the Board Regulations, the Board and the Appointments and

Remuneration Committee, within the scope of their respective powers, will ensure that persons of

renowned solvency, competence and experience are elected as candidates, and will exercise the

utmost care when inviting persons to fill the position of independent director provided for in section

5 of the Board Regulations.

In 2025, the Board’s membership underwent several changes due to the sad death of Emilio Novela

Berlín (independent director) on 16 May 2025, the resignation of Ana García Fau (independent

director) effective 1 April 2025 and the resignation of Juan Antonio Alcaraz Garcia (shareholder-

nominated director) effective 13 November 2025 and the appointment of Fernando López Muñoz

(shareholder-nominated director) by co-optation on the same date, resulting in a Board composed of

the following members:

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Directors' Report – 2025 Statement of Non-Financial Information

12				42%					50%
members				female directors					independent
61				7.1					92%
average age				years of service					attendances in person
54 to 73 years old				on average					14 meetings

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Directors' Report – 2025 Statement of Non-Financial Information

More information on the composition, selection, evaluation and compensation of the Board can be

found in the Annual Corporate Governance Report, available on the corporate website (https://

ir.merlinproperties.com/gobierno-corporativo/informes-anuales/), and on the website of the

Spanish Securities Market Commission (www.cnmv.es). The bios of all members of MERLIN’s Board,

including information on their education, work and management experience, and Board tenure, can

also be consulted on the corporate website (https://ir.merlinproperties.com/gobierno-corporativo/

consejo-de-administracion/)

Skills matrix of the Board of Directors:

Selection, evaluation and remuneration of Board members

• The criteria for selecting Board members are established in the Director Selection Policy

(approved by the Board, at the initiative of the Appointments and Remuneration

Committee), ensuring that proposals for the appointment of directors, which are made

individually, are based on objective criteria and focused on the candidate’s professional

qualities, favouring diversity of gender, experience, age and knowledge. Selection criteria do

not take into account aspects such as gender, race, ethnicity, religion or nationality.

• The Appointments and Remuneration Committee will choose candidates to fill these

positions who are honourable, suitable, reputable, competent, experienced, qualified and

committed to the task, guaranteeing the appropriate balance of the Board as a whole.

• In accordance with the recommendations of the Good Governance Code for Listed

Companies, the Company contracts an external consultant every three years and in

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Directors' Report – 2025 Statement of Non-Financial Information

accordance with the recommendations for good corporate governance of listed companies,

to evaluate the functioning and composition of the Board and its committees.

In 2017, 2020 and 2023 the Company received advice from an independent external

consultant (Egon Zehnder, KPMG and EY, respectively). Moreover, in 2018, 2019, 2021, 2022,

2024 and 2025 it was not considered necessary to engage an external consultant to re-assess

the functioning of the Board and its committees, whereby the Company carried out a self-

assessment process by means of a personal, individual and anonymous questionnaire sent to

all the directors, in which they were asked for their opinion in relation to the composition,

competencies and functioning of the Board and its committees, and in relation to the

Company’s chair and the chief executive.

Thus, despite the fact that the last Board evaluation carried out in January 2025 was

generally satisfactory and indicated the Board's great strength, capacity and proven

commitment to implement resources to overcome difficulties, the Board maintains a general

proactive approach to improving the Company's governance, recurrently analysing measures

to strengthen and improve the Company's corporate governance.

The 2025 evaluation was carried out internally and led by the Appointments and

Remuneration Committee, whose 2026 Work Plan was approved by the Board on 12

February 2026 and contains various measures to improve the size, composition and selection

of the members of the Board and its Committees, as well as various measures to increase

efficiency and effectiveness in decision-making.

• The remuneration of the Group’s Board members and management team is based on the

principles of transparency, consistency, competitiveness, profitability and sustainability and

the ability to attract the best professionals, as stated in its Directors’ Remuneration Policy.

• The remuneration of the various Board members is determined in accordance with these

principles and taking into account factors such as the economic environment, the Company’s

earnings, the Group’s strategy, legal requirements, good corporate governance

recommendations and best market practices, including metrics linked to sustainability.

• Each year, the Appointments and Remuneration Committee establishes the quantitative,

qualitative, financial and non-financial objectives that will determine the remuneration of the

Executive Directors for 2025 (STIP or Short-Term Incentive Plan). The non-financial targets for

2025, which account for 20% of the total weight, include sustainability targets (10%) such as

the reduction of CO2 emissions.

3.2 Proactive risk management

MERLIN has a Risk Management System based on the principles, key elements and methodology

established in the COSO Framework (“Committee of Sponsoring Organizations of the Treadway

Commission”).

This system aims to minimise the variability of financial results (profitability) and, consequently, to

maximise the economic value of the Group. Its approach is based on the inclusion of risk and

uncertainty in the decision-making process, with the aim of providing reasonable assurance of the

achievement of defined strategic objectives. This ensures shareholders, as well as other stakeholders

and the market in general, an adequate level of security to preserve the value generated.

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Directors' Report – 2025 Statement of Non-Financial Information

Based on an integrating Risk Management perspective, MERLIN has adopted a methodological

approach based on the Enterprise Risk Management Framework, which is integrated with strategy

and performance (COSO ERM 2017).

This approach highlights the relevance of enterprise risk management in strategic planning and its

inclusion at all levels of the organisation. It recognises that risk impacts on strategy and performance

across all areas, departments and functions of the company.

The Risk Management and Control Policy (https://www.MERLINproperties.com/gobierno-

corporativo/normativa-de-gobierno-corporativo/) was initially approved by the Board in February

2016, and updated in April 2025 at the proposal of the Audit and Control Committee.

In accordance with its corporate policy, MERLIN identifies and monitors the risks associated with its

activity, comprehensively addressing the risks affecting both the Group and its subsidiaries.

This policy sets out the fundamental principles of action, defining risk management as a continuous

process. It is based on the identification and assessment of the Group's potential risks, based on

strategic and business objectives. It also involves the definition of action plans and controls for the

most critical risks, as well as the constant monitoring of the effectiveness of these controls and the

evolution of residual risk within the tolerance thresholds approved by the Board.

Risk Management at MERLIN is a procedure led by the Board and Senior Management, and is a

responsibility shared by each individual in the organisation, in accordance with their respective areas

of activity.

The oversight of risk management by the Audit and Control Committee authorises management to

effectively manage uncertainty and inherent risks, resulting in a significant improvement in the ability

to create value.

With the support of the Internal Audit management, the Committee carries out this oversight using

a specific risk management methodology. This is done by monitoring and evaluating the

identification of risks and their assessment, which have an impact on the particular objectives of each

of the areas. Through the implementation of the plan, the Committee assesses and concludes on the

adequacy and effectiveness of the controls implemented by the Group, issuing recommendations as

needed.

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Directors' Report – 2025 Statement of Non-Financial Information

MERLIN’s risk management model

In 2025, MERLIN updated the identification and assessment of MERLIN’s main corporate risks by:

üComparing the main competitors in the sector and review corporate risks and sustainability

documentation.

üHolding working meetings with MERLIN’s key staff to identify risks or update/adjust/

calibrate existing ones to bring them into line with the reality of the business, MERLIN’s plan

and the current environment and market situation.

üGrouping and classifying all the risks identified based on the reporting categories (business,

resources, ESG) of the Risk Management System.

üReviewing MERLIN’s materiality matrix and analyse the consistency of the IROs identified

with the matrix and the key aspects in relation to GRI reporting and the SDGs.

üReviewing physical climate risk through the analysis of impact maps and climate scenarios

using specialised software.

üAssessing the risks identified (COO/Audit/MRL) based on the impact and probability

criteria established and the other attributes identified:

▪ Impact: strategic, financial and reputational

▪ Probability: timing and occurrence

üUpdating and digitalising the Risk Map in GRC Workiva.

In 2025, MERLIN’s Risk Map was regularly updated to reflect every six months the perception of the

Company’s main executives and governing bodies of the risks faced by the Group.

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Directors' Report – 2025 Statement of Non-Financial Information

MERLIN’s latest Risk Map, last updated by the Audit and Control Committee in January 2026 and

approved by the Board in February 2026, includes a total of 28 key risks, as shown below:

In MERLIN's Risk Management System, a comprehensive assessment of all risks has been carried

out considering their Impact and Probability as well as in terms of time frame (short term, near

term, medium term, near-long term, and long term). This has generated a residual risk indicator for

the current period. In addition, KPIs for reporting have been identified, together with KRIs (leading

indicators), and responsible persons have been designated for both reporting and implementing or

developing the mitigation measures identified for each of these risks.

• The short-term risks include those related to delays in the start-up of data centres due to

delays in energy supply, delays and cost overruns in CapEx works, management of contract

renewals and commercialisation of new and/or developing assets.

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Directors' Report – 2025 Statement of Non-Financial Information

• Moreover, the longer-term risks most notably include those related to changes in consumer

behaviour (remote working, e-commerce, etc.), the risk of more technological assets

becoming obsolete, failure to attract and retain talent, risks related to climate change (lack

of third-party traction for footprint reduction, inefficiency in energy efficiency investments,

natural disasters), and those risks related to regulatory non-compliance (GDPR, occupational

risk prevention, etc.).

The various key risks identified are therefore classified into several key pillars to achieve the Group’s

objectives, such as:

• Strategic and governance risks: These risks impact the strategic objectives of leadership and

benchmark position (to be an REIT and be the benchmark REIT). They also influence the core

values of transparency, ethics and accountability, affecting the formulation and execution of

the group's strategy: the definition of the business model, adaptation to changes in the

property cycle, possible delays in strategic divestments, deficiencies in the development of

the governance system and succession plans for key personnel, among others.

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Directors' Report – 2025 Statement of Non-Financial Information

• Business risks: have a direct impact on the strategic objectives of generating long-term value

and maintaining a sustainable and rising dividend. These objectives depend to a large extent

on the group's various assets, which are distributed across different business segments such

as offices, shopping centres, logistics and data centres. Examples of these risks include a fall

in property values, delays in energy supplies, delays and additional CapEx investments,

passing on of costs to tenants, and reduced tenant margins, among others.

• Resource risks: These risks have an impact on the strategic objectives of maintaining a

sustainable and growing dividend, as well as on the values of transparency, ethics and

accountability. To achieve these objectives, the various internal and external resources

available to the Group (human, technological and financial resources) are primarily taken as

a basis. Examples of these risks include macroeconomic conditions in Spain and Portugal,

difficulty in attracting and retaining talent, dependence on key figures and their

compensation, vulnerabilities in cybersecurity, as well as technological innovation, among

others.

• Social and sustainability risks: These risks affect the long-term sustainability of the Group

and its relationship with its various stakeholders. They are mainly based on the various

actions and policies implemented to ensure the sustainability of its assets. Examples of these

risks include the physical impact of cost increases due to exceptional events, the costs

associated with transition due to changes in customer expectations and preferences, as well

as the sustainability of the supply chain. These aspects are critical to the Group's various

stakeholders, such as customers, suppliers, society in general, investors and shareholders, as

well as regulatory bodies, and they address issues such as the protection of the health of

asset users.

Emerging risks

High levels of uncertainty about the global political situation, international trade and economic

policies characterised the international environment throughout 2025. As the overall trend of

moderating inflation has continued in recent months, the process of global disinflation is expected to

continue, supported by the moderation in oil prices and the expected lower increase in tariffs

(although further impact of tariffs on inflation cannot be ruled out).

In Spain, GDP growth was revised upwards in 2025 and 2026, to 2.9% and 2.2%, respectively, before

decelerating slightly in 2027 to 1.9%. The upward revision was due to buoyant domestic demand

and, in particular, private consumption and investment. In contrast, net external demand contributed

negatively to GDP growth. All of this implies an advance in GDP towards rates closer to the potential

growth of the Spanish economy, estimated at around 2%.

The Spanish economy is resilient to external risks, but growth is expected to moderate in 2026-2027

and a less expansionary macroeconomic environment is foreseen, with high risks stemming from the

uncertainties caused by the evolution of the global tariff scenario and geopolitical tensions, which

remain unresolved.

Meanwhile, real estate investment in Spain exceeded EUR 18,450 million in 2025, up 31% on the

previous year and the best year for real estate investment since 2018. The fourth quarter stands out

as the third best in the historical series. Looking ahead to next year, investment is expected to grow

by 5-10% in line with the dynamism of 2025. Prime yields show signs of stabilisation, with some one-

off adjustments in certain sectors and renewed investor interest in core segments and prime

locations.

After a year characterised by volatility and macroeconomic challenges, the outlook for 2026 points to

a substantial improvement in the operating environment. The consolidation of market

fundamentals--driven by sustained economic growth in the major economies, easing trade tensions,

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Directors' Report – 2025 Statement of Non-Financial Information

moderating inflationary pressures and declining interest rates--is shaping a more balanced and

predictable scenario. However, the intersection of economic, technological and social dynamics

continues to redefine the global context, placing the commercial real estate sector in particular in a

process of far-reaching structural transformation with high potential.

In this respect, and in line with best risk practices (COSO ERM, ISO 31000, ESRB, GRESB and MSCI

frameworks), MERLIN's Audit and Control Committee has explicitly taken into account the

identification of Emerging Risks in the preparation of the Corporate Risk Map.

The following Emerging Risks are extremely low probability but highly significant impact events that

operate outside conventional statistical models and dominant market narratives, characterised by

three key elements: rarity (historical unpredictability), extreme impact (abrupt change in valuations

and capital flows) and retrospective rationalisation:

Climate Risks

• Extreme Weather Event on the Mediterranean Frontier: A severe weather event (flooding,

extreme DANA, prolonged heat wave) severely affecting the Spanish Mediterranean coast,

which could lead to an immediate revision of risk maps by insurers, extreme increases in

premiums or withdrawal of cover in certain areas, as well as increased regulatory pressure

for accelerated adaptation of investments.

• Abrupt regulatory change due to "water and heat" in cities: Acceleration of combined

episodes of extreme heat waves and water stress in large metropolitan areas, which would

trigger political pressure to introduce stricter urban and environmental standards very

quickly.

Geopolitical Risks

• Escalating global geopolitical tensions with real consequences: A sudden increase in

tensions or sanctions (Eastern Europe, Middle East, Indo-Pacific) disrupting trade, energy and

capital flows, potentially leading to open global conflict.

• China's Forced Landing with Global Effects: Disorder in the correction of China's real estate

and financial sector, with a crisis of confidence in its growth and in part of its banking system.

This could mean a fall in demand for raw materials, less Chinese tourism and a decline in

Chinese direct investment in Europe, together with global risk aversion.

Financial Risks

• Sudden global credit freeze: A confidence shock in regional banks or private lending vehicles

paralyses real estate financing for weeks, despite a relatively stable macroeconomic

environment. This could lead to closing of funding windows, abrupt widening of spreads,

tightening of covenants and less appetite for refinancing non-core assets.

• European financial fragmentation: The gap between "core" and "peripheral" countries

reopens, spreads widen and the transmission of ECB policy is no longer homogeneous. This

could result in northern financiers reducing their exposure to Spain, an increase in risk

premiums, a higher cost of capital and a delay in international investment decisions,

especially in secondary offices and retail

• Crisis of Confidence in European Core / Core+ Funds: A core or core+ vehicle with significant

exposure to European offices/retail gets into liquidity, valuation or governance problems.

This risk could result in a suspension of redemptions, discounts on secondary transactions

and widespread questioning of valuations used in the institutional segment.

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Directors' Report – 2025 Statement of Non-Financial Information

Regulatory, Fiscal, Political Risks (Spain and EU)

• Fiscal/Political Breakdown in Spain: Strong tension between the central government and the

Autonomous Regions and City Councils (deficit, financing of regions, housing) that could

translate into rapid and uncoordinated fiscal and regulatory changes with selective tax

increases (property tax, tourist taxes, surcharges on large property owners), new types of

taxes on real estate or changes in municipal capital gains without a transition period.

• Political polarisation in Spain and reaction against REITs: REITs and large funds become the

focus of the debate on housing affordability and "speculation", gaining weight in electoral

campaigns. Changes in the tax regime for REITs, reduced attractiveness of Spanish structures,

capital shifting to other EU countries and possible structural discounts on listings and NAV of

listed vehicles.

• Energy efficiency as a new liquidity limit: Tightening of energy efficiency and taxonomy

regulations, with cut-off dates affecting both new and existing assets. Low-rated assets that

are no longer financeable or eligible for certain institutional investors, need for intensive

CapEx to maintain liquidity and value.

• Bottlenecks in new developments: Costs, Labour and Permits. Combination of high

construction costs, lack of skilled labour and even longer planning times. Projects that are

delayed for years, cost deviations and cancellations of key developments for the strategy.

Very limited new supply in core locations, upward pressure on rents of existing products and

loss of credibility of certain business plans in the eyes of international investors.

Technological and Energy Risks

• Cyber-attacks with a material impact on the physical world: A major attack on financial

infrastructure, power grids or transportation that disrupts physical operations in key cities.

Downtime of payment systems, local power outages, collapse of urban mobility and direct

impact on buildings that rely on centralised systems without redundancy. Immediate

premium for assets with security, redundancy and self-sufficiency (energy, communications,

technical management), and discounts for vulnerable buildings or buildings with obsolete

building management systems.

• Energy shortages as a real estate constraint: Real power capacity constraints (saturated

grids, delays in back-ups) in office hubs, logistics or data centres in Spain. Impossibility of

purchasing new power, energy density caps, delays in connections and regulatory

prioritisation of certain uses over others.

• AI and remote work 2.0 - Selective Emptying of Offices: A second wave of automation via AI

that allows physical offices to be downsized and re-invigorates more aggressive hybrid

models in certain sectors. Reduced demand for traditional office spaces, consolidation of

sites and need for fewer metres per employee, especially in B/B- buildings and peripheral

locations.

Identification of other risks and action plans

MERLIN develops action plans through policies, procedures and controls, adapted to the different

risks that impact or may affect the company. In this context, the Group has defined and catalogued

a number of controls with various characteristics, assigning a manager to each and regularly

assessing the risk and its residual component after the execution and documentation of the control.

In addition, specific improvement plans have been established focusing on risks considered

significant in the operational, strategic, compliance and reporting areas.

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Directors' Report – 2025 Statement of Non-Financial Information

The Audit and Control Committee, in turn, is responsible, under its own internal regulations, for

supervising all matters relating to the different types of risk faced by MERLIN, including economic

or financial risks, contingent liabilities, other risks, e.g., (a) off-balance sheet risks, (b) operational

risks, (c) social, environmental, and technological risks, (d) governance and talent management risks,

(e) legal risks, and (f) political and reputational risks, in cooperation with the Innovation and

Sustainability Committee and the Appointments and Remuneration Committee on the matters within

their purview.

The Audit and Control Committee is actively engaged in the risk management and control process,

promoting and implementing the policies, procedures and control structures it deems necessary to

ensure the integrity and effectiveness of the risk management and control process.

In addition, the Audit and Control Committee must also evaluate, at least annually, the list of the

most significant financial and non-financial risks and the level of tolerance established for each of

them, based on information provided by management.

The Appointments and Remuneration Committee and the Sustainability and Innovation Committee

will, in coordination with the Audit and Compliance Committee, be responsible for identifying and

supervising governance, environmental and social risks within their respective areas of responsibility.

Accordingly, the Operating Committee (OpCo) is responsible for daily risk management, which

includes the identification, assessment and mitigation of risks, as well as the design and

implementation of action plans and assessment of the internal control system, ensuring its

operational effectiveness.

The Company’s General Management, the Finance Department and the Company’s other business

divisions analyse at their regular meetings the situation and evolution of the main risks affecting

the Group, taking corrective measures when considered necessary.

In this regard, the Audit and Control Committee holds, at least on an annual basis, a meeting with

the heads of the various branches of activity, where they explain the business trends and the

associated risks, and strengthen the idea that the heads of the business units are directly responsible

for effectively managing the risks, and the principle that there must be a manager assigned to each

risk identified.

The following is a summary of the main mitigation measures implemented to manage the other risks

considered to be significant:

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Directors' Report – 2025 Statement of Non-Financial Information

Identified risks	Action plan
Business risk management
• Business model definition. • Occupancy rate of the assets / Sale of assets under development or being refurbished / Contract renewals. • Fluctuating rent levels (real estate cycle; competition from new developments). • Concentration of rents and solvency in top 10 tenants • Effect of inflation (CPI) on tenants. • Delays and cost overruns in investments (higher material costs, delayed deadlines,. licences, etc.) • Decrease in operating margin of tenants and operators (increase in internal costs and raw materials). • Ability to achieve the desired asset mix (location, turnover and asset obsolescence). • Changes in user behaviour (less use of offices; remote working and hybrid models). • Excessive holdings of non-core assets; delay in divestments to raise funds.	• Exclusively strategic Board meetings in which the business model and risks are reviewed and the various strategic alternatives are analysed based on the economic situation and the real estate cycle. • Monitoring external factors of the real economy with an impact on the value of the assets, i.e. factors that affect demand (rent renegotiations, unexpected tenant departures, potential future supply, etc.), and factors that affect the return and valuation of assets (interest rates, real estate market yields). • Independent asset valuation every six months, rotation plan for appraisers, review of appraisals by the external auditor, and internal verification of the appraisal: monitoring of the discount rates applied in the appraisal and of the investment alternatives. • Ongoing monitoring of business indicators (occupancy, rent, vacancies, like-for-like, release spread, etc.) of the contracts for each tenant / operator, the concentration of gross rents for the largest tenants, the credit risk of the main tenants and the design of contingency plans for the potential departure of a major tenant.

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Directors' Report – 2025 Statement of Non-Financial Information

Identified risks	Action plan
Business risk management
	• Implementation of an internal Marketing team that provides service to all business segments in the processes of attracting, marketing and renewing asset contracts. • Five-year Investment Plan that will allow the quality of a certain number of properties to be refurbished, which will contribute to an increase in gross rents and maximise the profitability of the current portfolio. • Non-core divestment programme approved by the Board of Directors and monitored monthly.

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Directors' Report – 2025 Statement of Non-Financial Information

Identified risks	Action plan
Climate change management and operational efficiency
• (Objectives) Failure to comply with GHG emission reduction commitments or errors in their measurement (scope 1 - 2). • (Objectives) Lack of traction/ commitment by third parties in reducing the Group’s carbon footprint for its assets (scope 3). • (Preference) Change in customer expectations and requirements regarding sustainability, innovation and the environment. • (Costs) Increase in repair and maintenance costs (due to storms, snowfall, floods, heat waves). • Inadequate management of inputs (electricity, gas and water) and waste from an asset. • (Investments) Inefficiency in energy efficiency investments / obsolescence of assets and replacement by assets with lower emissions. • Increasing cost of raw materials/ supplies due to sustainability requirements. • Suppliers with low quality and ESG (supplier scoring) standards	• Sustainable certification of assets: monitoring the objective of having almost all of its assets LEED and BREEAM certified, and maintaining accessibility certifications at centres. • Independent external validation of GHG emissions (scope 1 and scope 2), as certified by AENOR. • Energy efficiency: monitoring numerous initiatives linked to efficiency (energy saving measures), including the SUN Photovoltaic Project. • Reporting on sustainability indices: (GRESB, CDP and DowJones Sustainability Index, Vigeo, Sustainalytics or S&P), analysing the scores obtained and establishing Action Plans for continuous improvement. • Study, design and implementation of a green clause in leases, where lessees who share energy information and reduce their carbon footprint will benefit from rent discounts.

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Directors' Report – 2025 Statement of Non-Financial Information

Identified risks

Action plan

• Lack of environmental due diligence in the acquisition of assets.

• Installation of meters in all assets (and in lessee spaces), which allows us to obtain information on energy consumption in real time.  • Sustainability Committee (reporting to the Sustainability and Innovation Committee), which meets every two weeks, to continuously monitor all actions related to the Group’s sustainability. • Identification of sustainable CapEx initiatives to improve the energy efficiency of the assets. • An OpEx and CapEx Procurement Procedure, that requires an ESG questionnaire from suppliers of works for more than EUR 150 thousand and the calculation of their embodied carbon footprint for those with contracts for more than EUR 3 million. • Analysis of the physical climatic risks of real estate assets through the application of Mitiga - EarthScan. • Improving the efficiency and control of the operational performance of the assets through the asset BMS centralisation project (BMS/CIC).

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Directors' Report – 2025 Statement of Non-Financial Information

Identified risks	Action plan
Talent creation
• Failure to attract new talent (loss of attractiveness). • Failure to retain existing talent (motivation, ambition, remuneration, career plan). • Inadequate staff structure, composition and sizing (business vs support). • Lack or non-existence of adequate training plans. • Failure to comply with occupational risk prevention regulations with employees. • Lack of communication and traceability of the strategy in long-term objectives • Inadequate (or non-existent) management of succession plans for key personnel (senior management and other staff). • Failure to comply with inclusion, diversity and equality plans.	• Approval of a new Long-Term Remuneration Policy (2025-2028) which introduces some modifications to bring it into line with best market practices. • 2025 Short-Term Incentive Plan (STIP): with a 10% weight of sustainability targets.  • Long-Term Incentive Plan (2025-2027 STIP) in line with the achievement of targets linked to the Company’s long-term strategic plans and the interests of shareholders, without being guaranteed, but sufficiently flexible to not pay, or partially pay, this component if the targets set are not achieved. • Employee evaluation based on objective criteria to ensure appropriate remuneration of each employee’s professional value, experience, dedication and responsibility. • Registered Equality Plan and Sexual Harassment Action Protocol disseminated throughout the company. • Outsourced occupational risk prevention plan with special emphasis on prevention of workplace accidents in the building refurbishment works.

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Directors' Report – 2025 Statement of Non-Financial Information

Identified risks	Action plan
Management of stakeholders
• Inadequate management of the impact of CSR activity (Corporate/Centres). • Inadequate management of the (physical and social) impact of our assets on local communities. • Failure to comply with local taxation (property taxes, tax on economic activities, duties, no-parking zones, environmental taxes) and its impact on local communities. • Failure to comply with occupational risk prevention regulations with third parties. • Protecting the health (well-being) of the users of the assets. • Inadequate management of data protection and privacy of the users of the assets.	• Measurement of the ongoing social impact using the B4SI methodology, which makes it possible to quantify the impact of all actions with social implications. Implementation of general controls (Strategy and Tax Policy), tax department regulations and a protocol for reviewing compliance with Spanish Law 16/2012. Appointment of a Safety and Health Coordinator for all projects and a Business Coordinator for all works when required, and monthly monitoring of the accident rate. Implementation of services (MERLIN HUB, urban gardens, etc.), and investments in HVAC to improve mobility and experience and to protect the health of our users.

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Directors' Report – 2025 Statement of Non-Financial Information

Identified risks	Action plan
Capital management
• Increase in the Company’s financing costs (rating, rate hikes, etc.). • Volume of short-term payables. • Compliance with financial covenants • Management of strategic investments/ divestments. • Access to sustainable financing (non- compliance with required KPIs). • Macroeconomic conditions in Spain and Portugal.	• Strict financial policy, by continuously monitoring the debt markets (mortgage, corporate banking, bonds), monitoring the gearing ratio, maturities and average cost of debt, maintaining lines of credit open and reports from the external auditor on compliance with covenants. An example of this financial planning has been the capital increase carried out in July 2024 to obtain financing for the data centre business. • Investment procedures and control structures: documentation on the operation of the financial models, implementation of modification and integrity controls in all models. • Reconversion of all corporate debt to green financing (corporate bonds and debt), subject to compliance with certain Sustainable ESG KPIs. • Monitoring of the political and regulatory environment: regular reporting of new sector regulations, analysis of drafts of new regulations anticipating impacts and ongoing contact with specialised advisors.

Commitment to Information Security and Cybersecurity

MERLIN is firmly committed to information security and digital resilience as fundamental pillars for

business sustainability and stakeholder trust. This commitment is embodied in the adoption of a

strategic approach based on market best practices and continuous improvement, which has allowed

it to evolve towards a mature, measurable and risk management oriented security model.

Governance and Security Control Framework

Information security at MERLIN is articulated through a corporate governance and control model

aligned with the company's strategy and oriented towards risk management.

This model is underpinned by an internal regulatory framework, the main axis of which is the

Information Security and Cybersecurity Policy, approved by the Board, which establishes the

principles, responsibilities and guidelines applicable to all the Group's business units and is reviewed

periodically. This policy is available to stakeholders at:

https://ir.merlinproperties.com/gobierno-corporativo/normativa-de-gobierno-corporativo/

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As part of this framework, and in response to technological and regulatory developments, the Board

has also approved a Responsible Use of Artificial Intelligence Policy, which defines the security,

ethics, privacy and control criteria for using AI-based solutions, to ensure they are aligned with the

applicable legislation and the Company's values.

Oversight of the model is the responsibility of the Information Security Committee, which is

composed of members of senior management, and periodically reviews the evolution of risk, as well

as ensuring information security is integrated into corporate decision-making.

Regulatory Compliance and Certifications

The company has an Information Security Management System (ISMS) certified in accordance with

the UNE-EN ISO/IEC 27001:2022 standard, which accredits the soundness and maturity of the

approach implemented.

The company is also certified by the National Security Scheme (ENS) in the High category,

reinforcing compliance with the most demanding legal, regulatory and contractual requirements in

the field of information security.

         

At the same time, MERLIN continues to make progress in adapting itself to the obligations arising

from the NIS Directive2, anticipating the new regulatory requirements in cybersecurity matters.

Security Strategy and Operating Model

MERLIN has a Three-year Strategic Security Plan that is currently being implemented and has been

approved by the governing bodies, which defines the priority lines of action to progressively

reinforce the protection of information and technological systems, as well as the overall maturity of

the cybersecurity model.

To guarantee its effective implementation, MERLIN has a Technical Security Office (STO) as a

specialised operational function that is responsible for coordinating the execution of the security

strategy, ensuring the correct implementation of the controls defined in the Information Security

Management System (ISMS), and providing continuous support to the various areas of the

organisation.

Integrated Risk Management and Third Parties

During the last year, MERLIN continued to bolster its integrated information security risk

management approach. As part of this evolution, a specific process has been implemented for

managing cybersecurity risks in third parties, which allows suppliers and business partners to be

homogeneously assessed according to their criticality and potential impact on the organisation. This

process includes the definition of security requirements commensurate with risk, their integration

into procurement processes, and regular monitoring of the level of compliance and maturity of third

parties, reinforcing the security of the digital supply chain.

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Monitoring, Metrics and Reporting to the Board

MERLIN has consolidated its capabilities for continuous monitoring and control of cybersecurity risk

through the implementation of a Cybersecurity Scorecard, which consolidates key indicators on the

state of security, the evolution of risk, and the degree of progress on the action plans.

This scorecard forms the basis for regular reporting to senior management and the Board, through

the Audit and Control Committee, to which the CISO reports regularly, providing a clear, objective

and up-to-date view of the level of risk exposure and facilitating decision-making in line with the

organisation's risk appetite.

Incident Management, Continuity and Operational Resilience

MERLIN has a formal security and cybersecurity incident management process that covers early

detection of threats, containment and eradication of incidents, and recovery of affected services.

This process is complemented by a Business Continuity Plan aimed at guaranteeing the continuity of

critical operations in the event of disruptive scenarios, and with contingency and technological

recovery plans that are periodically reviewed and tested. In addition, the Company has a cyber

insurance policy that reinforces its capacity to respond to relevant incidents.

Audits, Control and Continuous Improvement

Continuous improvement is an essential pillar of MERLIN's information security model. To this end,

the company regularly submits its systems and processes to internal and external audits to verify the

adequacy and effectiveness of the control framework it has in place.

This approach is complemented by technical security testing, such as vulnerability analysis and

pentesting exercises, to proactively identify opportunities for improvement and ensure the ongoing

adaptation of the controls to a constantly evolving threat environment.

Security Awareness and Culture

Aware that information security requires the commitment of the entire organisation, MERLIN has

established an annual cybersecurity training and awareness programme, which is mandatory for all

employees, regardless of their position or seniority. This programme includes initiatives aimed at

promoting safe behaviour and consolidating a solid and transversal security culture, integrated into

the day-to-day running of the organisation.

MERLIN understands that cybersecurity is a constant effort and a shared responsibility. Thanks to this

comprehensive approach, the Company reinforces the protection of confidentiality, integrity,

availability, authenticity and traceability of the information it manages, contributing to a secure,

resilient and reliable digital environment for all its stakeholders.

3.3 Ethics and compliance: Pillars of Exemplary Business Conduct

MERLIN restates its firm commitment to ethics, transparency and the generation of value for its

stakeholders in carrying out its activities.

MERLIN's Code of Conduct is the compilation that reflects the company's commitment to the

foundations of business ethics and transparency in all areas of operation. This document sets out a

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series of principles and guidelines for behaviour designed to ensure that all the Group's professionals

act in an ethical and responsible manner in the course of their work.

Each year, all its professionals receive mandatory training on the Code of Conduct and are also

given regular internal communications on the existence and functioning of the Whistleblowing

Channel. In addition, adherence to the Code of Conduct is a mandatory requirement for all new

recruits. In addition, MERLIN’s contracts with suppliers and tenants include clauses including

provisions referring to both MERLIN’s compliance policies and its Code of Conduct.

Merlin's Ethics Channel (https://www.merlinproperties.com/sistema-interno-de-informacion/) is a

tool that aims to provide a secure, anonymous and confidential way for anyone to report any

irregularity or non-compliance related to malpractice within the organisation, committed in relation

to the requirements, values and principles of the Code of Conduct, the responsibilities of the Group's

Criminal Risk Prevention Model, as well as current legislation on the Criminal Liability of Legal Entities

and in the area of workplace harassment.

MERLIN wants to be diligent in protecting whistleblowers. In 2023, MERLIN outsourced the

management of the Ethics Channel ("Internal Reporting System") to BDO to ensure maximum

confidentiality regarding the identity of the whistleblower, as well as compliance with current

legislation in the processing of the reports received.

Thus, any third party that has a relationship with MERLIN and has reasonable evidence of any

Irregularity may report it to MERLIN through this Channel. MERLIN Professionals will, in any case, be

obliged to report any reasonable indication of any irregularity. This channel is available to all internal

employees and is also accessible to the general public via the company's corporate website.

The adaptation to current legislation has entailed a modification of the Code of Conduct and the

Channel's reporting procedure, and the Board has approved a specific Policy in this respect (Internal

Information System Policy), which establishes that queries and incidents will always be handled in a

confidential, fair, complete, objective, independent and honest manner. Independence, impartiality

and absence of conflicts of interest are guaranteed by ensuring objectivity throughout all parts of the

process.

As established in the Channel's reporting Procedure, once these Reports have been received, the

External Manager (BDO) will prepare the corresponding report, sending the acknowledgement of

receipt of the Report to the Whistleblower within 7 calendar days of its receipt.

Once the External Manager has completed the investigation of the Report, they will prepare a report

reflecting the investigations carried out, as well as the conclusions reached. This report will be sent

to the head of the Information System (Internal Audit Director) through the Ethics Channel within a

maximum of 7 working days of receiving the Communication.

The head of the Information System will forward the report to the Board's delegated committee,

which may appoint an internal manager (the "Internal Manager"), who will proceed to investigate

the facts and may contact the persons concerned and request any additional information necessary.

The Internal Manager must submit their report and the conclusions of the investigation carried out

to the Board's delegated committee assigned within thirty (30) calendar days of their appointment as

Internal Manager.

At a meeting of the Board, the Board's committee that has been assigned will analyse the report and

conclusions submitted by the Internal Manager and prepare its own report including its decision on

the measures and actions to be taken (the "Assigned Committee’s Report"). The Assigned

Committee's Report will, in any case, reflect the details of the investigation carried out, the type of

Report received, its resolution status and the conclusion reached.

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Directors' Report – 2025 Statement of Non-Financial Information

The deadline for giving a response to the investigation proceedings is 3 months, except in the case of

a complex investigation, which may be take up to 6 months.

If the Assigned Committee deems it necessary to apply the Group's Disciplinary System, the

Assigned Committee's Report will be (a) communicated to the Appointments and Remuneration

Committee (provided that this is not the Assigned Committee) and to the Head of Human Resources,

for their knowledge and report prior to implementing any measures (which will be the responsibility

of the Head of Human Resources) and (b) submitted to the Board, for its knowledge.

However, if the Report contains Irregularities or the measures are of such importance that the

competence for deciding on measures or actions lies with the Board of Directors, the Assigned

Committee will directly submit its report to the Board of Directors for its decision on how to proceed.

After determining the action to be taken, the Internal Audit Director, together with the Head of

Human Resources, will inform the person concerned of the resolution of the Report.

In 2025, 5 complaints were received (7 in 2024), of which one was submitted in error as it was

addressed to another entity, and another one corresponded to employees of two external

companies, with MERLIN acting only as an intermediary company in this case. Of the complaints

processed, none led to disciplinary proceedings against employees and none were related to cases

of human rights violations.

	2025	2024
Conflicts of interest	2	0
Labour issues	3	4
Human rights	0	0
AML	0	2
Corruption and bribery	0	0
Environmental	0	1
Total	5	7

Likewise, in 2025 MERLIN was not involved in any criminal proceedings against the Company or its

executives and members, and it was not sanctioned for any cases of corruption or bribery.

Integrity and strict compliance with existing regulations are inseparable components of ethical

conduct. Since its inception, MERLIN has established bodies, policies and procedures to ensure this

integrity at all levels. Along these lines, the Group has developed an integrated, effective internal

control model, aligned with best practices, aimed at ensuring compliance with the requirements

associated with priority regulations. The following tools are currently available:

• Crime Prevention Model (CPM), which covers all activities and companies with operations

that are controlled by MERLIN.

• Anti-money laundering mechanisms: MERLIN has mechanisms in place to comply with the

requirements established in anti-money laundering regulations, including a Prevention

Manual, annual external audits, an Internal Control Body (ICB), a Customer Acceptance Policy

and a Technical Unit for the prevention of money laundering. All these mechanisms have

been adapted to cover the Company’s activities in Portugal.

• System of Internal Control over Financial Reporting (ICFR): MERLIN has an effective and

reliable financial control model, based on identifying key risks and selecting relevant

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processes for financial reporting, the methodology and procedures of which are documented

in the ICFR Manual.

• System of Internal Control over Sustainability Reporting (ICSR): MERLIN has an effective and

reliable model for controlling non-financial information, based on identifying key risks and

selecting relevant processes for financial reporting, the methodology and procedures of

which are documented in the different ICNFR indicator manuals.

• Personal data protection mechanisms: The Group has mechanisms in place to ensure that

personal data is processed correctly, including a DPO (Data Protection Officer) and the

Personal Data Protection Policy.

• In addition, in 2025 it is worth highlighting the continuation of global training for the entire

workforce in Regulatory Compliance, aimed at all the Group's professionals, by means of a

week of awareness-raising on compliance issues and a mandatory test of knowledge.

Compliance training was added to the onboarding process for new employees in 2022 and

global training is focused on issues related to the Code of Conduct, sustainability, the policies

on respect for human rights and the Personal Data Protection Policy).

Anti-fraud and anti-corruption measures

In accordance with its Articles of Association, MERLIN seeks to ensure that its conduct and that of its

employees complies not only with current legislation and its corporate governance system but also

with widely accepted ethical and social responsibility principles. MERLIN has implemented a Criminal

Compliance Management System, based on the company's firm commitment to values and

principles that reject and prohibit any type of unlawful activity.

These principles are reflected in the Code of Conduct, approved by the Board in 2015 and updated in

2023. These principles apply to employees, managers and governing bodies of the organisation,

conveying a strong message of absolute rejection and zero tolerance of any unlawful conduct that

violates the Group's policies, values and principles.

The Criminal Compliance Policy strengthens the company's commitment to corporate governance in

line with its values and principles. It also establishes rigorous organisational control over the Group's

management bodies, executives and employees, with the aim of minimising the possibility of

improper practices or breaches of regulations in the exercise of its activities as far as possible.

As regards MERLIN’s Compliance System:

• MERLIN's Compliance Management System certification was renewed in 2025 under the UNE

19601 Standard for all Group companies, including Portugal. The UNE 19,601 standard aims to

reduce the organisation's exposure to criminal risk and to foster a culture of crime prevention.

• Furthermore, in 2025, MERLIN's Anti-Corruption and Bribery System was renewed under the

ISO 37001 international standard certification. ISO 37001 is the international standard that

specifies requirements and provides guidance for establishing, implementing, maintaining,

reviewing and improving an anti-bribery management system.

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Directors' Report – 2025 Statement of Non-Financial Information

Both certifications accredit that MERLIN’s Crime Prevention and Detection Model meets the

standard’s requirements and is also effective in its commitment to ongoing improvement to

incorporate the highest standards of compliance.

MERLIN's Crime Prevention and Detection Model includes a Map of Risks or Criminal Offences

associated with the nature of the Group's operations. This map identifies, documents and

implements over 90 controls related to such offences. This implementation reflects that the

organisation has established the necessary mechanisms and controls within the area of Criminal

Compliance.

Respect for human rights

In 2023 the Board of Directors approved the Policy on respect for human rights to clearly state the

Group's commitment to the human rights recognised in both national and international law. In

addition, the policy defines the principles that will be implemented by the Group to apply due

diligence on human rights issues. This diligence is in line with the Guiding Principles on companies

and human rights, the OECD guidelines for multinational enterprises, the principles endorsed by the

United Nations Global Compact, the Tripartite Declaration of Principles concerning Multinational

Enterprises and Social Policy, the conventions established by the International Labour Organization,

as well as the Sustainable Development Goals (SDGs) adopted by the United Nations. This approach

is also in line with the Company's Code of Conduct and considers other documents or texts that may

complement or replace those mentioned above.

MERLIN and its Group are committed to guiding their actions based on the following principles:

• Reject discriminatory practices or practices that undermine the dignity of individuals on the

basis of their age, gender, marital status, nationality, religion, disability, race or ethnicity, or

any other personal circumstance.

• Reject child labour and forced or compulsory labour.

• Respect freedom of association and collective bargaining

• Protect the health of workers and provide decent employment.

• Respect the rights of local communities and other stakeholders.

• Respect the environment and protect natural resources.

• Integrity, zero tolerance for corruption.

• Implement monitoring and control procedures to identify, with due diligence, potential

situations of risk of human rights violations, and establish mechanisms to prevent and

mitigate these risks.

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Directors' Report – 2025 Statement of Non-Financial Information

To achieve these objectives and commitments, MERLIN assumes and promotes the following basic

guiding principles that should govern its actions and those of the Group in all areas:

a) Promote a culture of respect for human rights and actions aimed at raising the awareness of

the Group’s professionals, suppliers, contractors and third parties with which professional

relationships are maintained;

b) Identify the potential impacts that the operations and activities carried out by the Group,

either directly or through a third party, may have on human rights;

c) Assess the effectiveness of the due diligence system through monitoring indicators, with a

special focus on those activities where there may be a higher risk of human rights violations.

This assessment will be supported by the Group’s internal control systems;

d) Complaint and grievance mechanisms, with sufficient guarantees and adequate resolution

procedures, to address potential cases of human rights violations. MERLIN has set up an

Ethical Channel (Internal Reporting System) at the address https://

www.merlinproperties.com/sistema-interno-de-informacion/, which can be used to report

any indication of irregularities in the actions or conduct of employees, executives or

collaborators of the Group companies that could imply a breach of the Code of Conduct or

that could be considered an act of discrimination, corruption, extortion, bribery or any other

type of offence. MERLIN did not receive any complaints of human rights violations during

2025 (also none in 2024).

e) React by diligently adopting the appropriate measures if a violation of human rights is

detected in the Group’s operations or in those of its customers or suppliers, and inform the

competent authorities so that they can take the appropriate actions when this violation may

constitute an administrative, criminal or any other type of offence.

In particular, with regard to its Supply Chain, MERLIN will actively encourage the suppliers with

which the Group's companies maintain commercial relations to show strict respect for the human

rights recognised in international and national legislation in each of the countries where they

operate.

MERLIN recognises the importance of its suppliers as key partners in compliance with this Policy,

understanding that they share a joint responsibility with the Group. In this regard, the Company

continues to work on actively promote the implementation of a Code of Conduct for suppliers,

based on respect for human rights and the environment and business ethics throughout its supply

chain.

In this regard, the Company continues to work on actively promote the implementation of a Code of

Conduct for suppliers, based on respect for human rights and the environment and business ethics

throughout its supply chain.

Specifically, MERLIN will ensure that the commitments it takes on are also adopted by its suppliers,

while preserving their management autonomy. This approach will be carried out in accordance with

the practices and procedures set out in the Group's regulations.

In line with its Procurement Policy, MERLIN carries out ESG (environmental, social and corporate

governance) assessments of its critical suppliers. These assessments include the analysis of

Fundamental Rights and include guidelines aiming for suppliers, within the scope of their

responsibilities, to assume the protection of human rights when entering into contractual

relationships with the company.

MERLIN will ensure that its business partners are aware of and respect the principles and

commitments made in this policy.

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Directors' Report – 2025 Statement of Non-Financial Information

In 2025, MERLIN requested information from 72 (97 in 2024) suppliers in tenders for improvement

and refurbishment of assets (CAPEX) in excess of EUR 150,000 (115 purchase orthers - over 250 in

2024), covering information and details on environmental, social and regulatory compliance matters,

including aspects regarding human rights compliance (policies, demands, etc.) for each third party

assessed.

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Directors' Report – 2025 Statement of Non-Financial Information

4. Climate change management and operational efficiency

management, our ecological footprint

The Group's environmental sustainability is a key aspect to ensure compliance with its objectives at

all levels and to enhance its value creation, with active climate change management and efficiency

in the use of resources as key pillars.

2025 MILESTONES

FUTURE OBJECTIVES

• Continued inclusion in the Dow Jones World Sustainability Index – World for the third year and Europe for the fifth year • Renewal of the Green Finance Framework including embedded carbon footprint caps in future newbuilds and refurbishments. • Measurement of the embodied carbon footprint in refurbishments and newbuilds valued at more than EUR 3 million. • The Marineda Shopping Centre renewed its "Zero Waste" certification for the fifth consecutive year, the Artea and Porto Pi Shopping Centres renewed it for the second consecutive year, and the Larios, Saler and X- Madrid Shopping Centres obtained it this year for the first time. • Implementation of the centralised BMS (Building Management System) for the entire property portfolio. . • Award of a forest in Serradilla del Llano, Salamanca that can offset MERLIN's entire unavoidable carbon footprint.

• Reformulation of the path to net zero to include the data centre business line. • Increased implementation of the green clause in contracts. • Project to implement the Zero Waste initiative in more shopping centres.

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Directors' Report – 2025 Statement of Non-Financial Information

KEY INDICATORS FOR THE YEAR
	Like for Like Data		Absolute Data
	2025 Data	2024-2025 Evolution	2025 Data	2024-2025 Evolution
Energy consumption (GJ)	408,151	2.3%	704,990	54.5%
Energy consumption (MwH)	113,375	2.3%	195,831	54.5%
Greenhouse gas emissions (tCO2eq) Market-based	1,965	-25.8%	2,356	-20.4%
Greenhouse gas emissions (tCO2eq) Location-based	8,848	-2.0%	11,132	13.1%
Water withdrawal (m3)	714,933	6.3%	741,326	6.5%
Waste (ton)	7,540	-3.6%	7,641	-2.7%
% of self-produced energy	5.6%	21.0%	3.5%	21.4%
% of portfolio (in terms of GAV) certified with LEED, BREEAM	n/a		94.6%	5.1%
% of the portfolio certified on ISO 14001 y 50001	66%		41%

4.1 Key environmental performance reporting criteria and concepts

a) Methodology

MERLIN includes information on environmental performance of its asset portfolio in accordance with

the methodology established by EPRA Sustainability Best Practice Recommendations (3rd edition,

2017) and based on the GRI (Global Reporting Initiative) Indices.

b) Reporting scope

Asset categories

MERLIN reports environmental performance information for its office, logistics, shopping centre and

data centre portfolios, not including assets in which it holds a minority interest.

Type of surface area control

For more accurate performance management of its assets in terms of energy consumption efficiency,

water withdrawal and carbon footprint, MERLIN separates the data for these indicators by type of

property:

• Assets over which the Group exercises operational control. These are generally multi-tenant

assets where the Group continuously assesses their environmental impact.

• Assets over which the Group does not exercise operational control. For these single-tenant

assets, although MERLIN is the holder of some of the utility contracts, the consumption

management tasks fall to the lessee of the asset.

• MERLIN’s corporate headquarters and LOOM spaces leased by the Group.

¹³ Assets that are in operation during the entire financial year.

¹⁴ Assets that are in operation for part of the fiscal year, if the asset is in operation at the end of the fiscal year, the

information on certifications is reported.

¹⁵ WIP: Assets under construction or refurbishment/retrofitting.

¹⁶ Plots or tracts acquired by the Group on which building has not yet started.

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Directors' Report – 2025 Statement of Non-Financial Information

In particular, MERLIN reports the information for the environmental indicator of waste management

in terms of those assets where it is responsible for waste management, since in some cases this

management is carried out by the owners’ associations.

Reported data

The Group has established the following reporting criteria taking into account the criteria set out

above and the condition of the asset:

	Energy	Water	Waste	Certificates
Assets in operation full year 13	ü	ü	ü
Assets in operation part of the year 14	ü	ü	ü	ü /x
WIP 15	x	x	x	ü
Land 16	x	x	x	x

Environmental performance data are reported both in absolute terms and in relative terms, known

as intensity, i.e. absolute consumption or emissions divided by the surface area for which the

consumption or emissions are reported.

Environmental indicators on that basis are calculated taking into account the percentage of gross

leasable area (GLA):

• To measure the intensities for assets that are in operation for part of the year, each asset's

GLA is weighted according to the time it has been in operation.

• In the case of assets that form part of an owners’ association, the share of equity is applied

to the energy and water consumption data. In these cases, the surface area taken into

account in the calculations represents MERLIN’s share of equity in the asset.

• The total GLA of the assets is considered in the calculation of energy and water intensity,

except in those cases where MERLIN only has control over the management of consumption

in the common areas, in which case only the surface area of these common areas is

considered.

The data reported express the following coverage percentage of total GLA in each asset category:

¹⁷ The full definition of the above KPIs is given in detail in chapter 8.b. "EPRA sBPR Table of Contents" of this SNFI.

¹⁸ The GHG Protocol (Greenhouse Gas Protocol) sets out the global standardised frameworks for measuring and managing

greenhouse gas (GHG) emissions from both private and public sector operations and value chains and mitigation actions.

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Directors' Report – 2025 Statement of Non-Financial Information

	Energy % GLA	Water % GLA	Waste % GLA	Certifications % GLA
Offices	76%	81%	65%	97%
Logistics	59%	31%	11%	89%
Shopping Centres	99%	99%	87%	100%
Data centers	100%	67%	100%	54%

Absolute scope and like-for-like scope

Based on the EPRA sBPR Guidelines, MERLIN reports on a series of environmental indicators or KPIs

(integrated in the EPRA Sustainability Performance Measures). These KPIs cover information on

energy consumption, GHG emissions, water withdrawal and waste generation 17.

There are two types of KPI: Total or absolute KPIs and like-for-like KPIs. Absolute KPIs are calculated

in terms of the total asset portfolio. Like-for-like KPIs are calculated considering only assets that have

been in continuous operation for the last three years.

Environmental performance data is reported including the degree of coverage of each KPI. Coverage

is defined as the proportion of assets for which there is information available to calculate the

respective KPI with regard to total assets, calculated both in terms of the number of assets and

surface area of the assets.

MERLIN updates its criteria for calculating its GHG emissions to take into account operational control

and its equity share in the assets as provided in the GHG Protocol 18, using the market-based method,

in which data on the emission factors for electricity consumption are obtained from the electric

company from which the electricity is purchased. MERLIN also calculates its GHG emissions using the

location-based method, which assigns the average emission factor of the local grid to the electricity

consumption data.

Scope 1, 2, and 3 emissions are reported as described below:

1) Scope 1 emissions, which include direct GHG emissions:

• Associated with fuel consumption at fixed installations of assets under operational

control.

• Associated with fugitive emissions of greenhouse gas refrigerants.

2) Scope 2 emissions, which include indirect GHG emissions:

• Associated with electricity consumption at installations.

• Associated with thermal energy consumption at installations.

3) Scope 3, direct emissions from fuel consumption at fixed installations of assets not under

operational control and indirect emissions as a result of the company's activities at sources

that are neither owned nor controlled by the company (see Appendix II to this report).

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Directors' Report – 2025 Statement of Non-Financial Information

4.2 Environmental and energy management systems

Under the continuous improvement approach in its role as manager of its portfolios, MERLIN has an

Integrated Management System (IMS) for the ISO 14001:2015 (Environmental Management Systems)

international standard and for the ISO 50001:2018 (Energy Management Systems) international

standard, both benchmarks certified by an accredited certification body.

The Environmental Management System supports environmental best practices, and its systematic

approach to identifying and complying with all applicable legal environmental requirements and

identifying and managing the associated environmental risks evidences its commitment to

continuous environmental improvement.

The Energy Management System, in turn, encompasses improving energy efficiency, reducing

consumption, improving operations and activities, and reducing the emissions associated with

MERLIN's activities and evidences its commitment to energy efficiency in the framework of

continuous improvement.

In 2015 MERLIN set out on an ambitious plan to implement these management systems and

successfully achieve ISO 14001 (environmental management) and ISO 50001 (energy management)

certification by expanding the number of real estate assets with at least one of those certifications.

This plan covers office buildings as well as shopping centres, logistics warehouses and data

processing centres. With regard to ISO 14001, in 2025, 92 buildings composing a surface area of

1,362,094 sqm were ISO 14001 certified, 4 fewer than in 2024 (due to buildings becoming single-

tenant and the addition of certain assets located in Portugal).

The Group also continued the process of implementing an Energy Management System under the

ISO 50001 standard, which began in 2017. Currently, 89 buildings are certified composing a surface

area of 1,309,897 sqm are certified, -4 fewer than in 2024 (due to buildings becoming single-tenant

and the addition of certain assets located in Portugal).

The target for the assets included in the ISO 50001 certified Energy Management System is to

implement energy saving measures (ESMs) to reduce energy consumption by 8% compared to 2021

(96.71 kWh/sqm occupied space).

Through its Environmental Management System the Group identifies the most significant

environmental impacts of its activities and establishes the mechanisms necessary to identify, assess,

and control those impacts in keeping with the precautionary principle.

The Group allocates 7.63 FTEs (full-time employees, 2.58% of the workforce) to environmental risk

prevention, including time spent by the management bodies, senior management, and prevention

and management teams.

With regard to cover for potential environmental risks, the Group has third-party liability insurance

that expressly covers any third-party liability arising from contamination or pollution of the

atmosphere, soil or water, provided that these harmful actions occurred as a result of an accidental,

sudden, unforeseeable, unexpected and unintentional cause.

This insurance also covers the costs of removal, cleaning or disposal of contaminating substances for

which MERLIN is legally liable due to contamination of third party sites or facilities.

In 2025, following an analysis, the Group did not consider it necessary to make provisions for

potential environmental risks.

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Directors' Report – 2025 Statement of Non-Financial Information

4.3 Development and operation of sustainable assets

Integrating sustainability into each of the different phases of the asset’s life cycle has always been a

priority for MERLIN:

Acquisition of new land or buildings

MERLIN's due diligence process for new investments in land and buildings, considers such

environmental and social sustainability aspects as the property's construction characteristics, the

asset’s energy efficiency, alignment with the Group's sustainable mobility, strategy and legal

compliance and sanctions status. Furthermore, as a starting point, the Group’s strategy is to prioritise

the location of assets in urban environments as this in and of itself ensures that no ecologically

critical or endangered areas will be affected.

MERLIN is therefore committed to ensuring that:

• 100% of office and shopping centre assets are located within 10 minutes/1km of public

transport.

• 100% of assets are located out of protected or ecologically critical areas.

• 100% of acquisitions take environmental and social criteria into account.

MERLIN has made progress fulfilling these commitments. For example, 100% of the Company’s

offices and shopping centres are accessible by public transport and all assets are located in urban

areas that do not impact protected or ecologically critical areas. MERLIN also continues to work on

integrating environmental and social criteria in line with LEED and BREEAM certifications. Finally,

through the internal carbon price, the theoretical cost of the operational and embedded carbon

footprint of an asset is estimated during the due diligence process.

Developments and refurbishments

Sustainability is a factor that enters into the design phase of MERLIN’s new developments and

refurbishments, which raises the value generated by the project from the initial stages. The Company

also sets sustainability requirements for contractors, certifies the assets of their projects based on

sustainable construction schemes, and reduces and mitigates the negative impacts associated with

the construction. In this phase, the Group replaces or installs resource-efficient equipment, systems

and devices.

MERLIN has implemented a new policy that makes it compulsory to calculate the embodied carbon

footprint for projects worth more than EUR 3 million and assign an ESG performance rating to

suppliers involved in projects worth more than EUR 150 thousand. In 2025, the embedded footprint

of ten projects was calculated, with almost all of them coming out below the limits established in the

Company's decarbonisation strategy.

MERLIN's decarbonisation strategy stipulates that the Company must not exceed the following caps

on embodied carbon in newbuilds:

• Offices: 500 kg CO2/sqm.

• Logistics: 400 kg CO2/sqm.

• Shopping centres: 500 kg CO2/sqm.

This lifecycle assessment enables a comprehensive and detailed evaluation of the environmental

performance of buildings taking into account all their phases, from raw material extraction to final

disposal. This enables different design alternatives, materials, and technologies to be compared,

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Directors' Report – 2025 Statement of Non-Financial Information

contributing to more well-founded decision-making and optimisation of environmental performance

over the lifetimes of buildings. In addition, life cycle assessments are an opportunity to identify areas

where circular economy strategies such as reuse, recycling, and remanufacturing can be applied to

optimise resource use and minimise waste over the building's entire life cycle.

The following table presents the life cycle assessments carried out in 2025.

	No. of assets	Embedded carbon (kg CO2/ sqm)	Decarbonisation policy limit (kg CO2/sqm)
PE Cerro de los Gamos. Buildings II and III	2	196	500
Las Tablas Business Park Building 2	1	36	500
Arasur II Data Centre	1	933
Lisbon Park Lot 11. Land development.	1	17	400
Valencia - Bétera	1	457	400
Churruca business park. Buildings 2, 3 and 4	3	279	500
Alfonso XI	1	370	500

MERLIN also seeks synergies among its assets to minimise and reuse waste generated during

refurbishment. In this respect, it is worth mentioning the reuse of building materials and building

installations, and the reuse of the raised floor in one of the buildings of the Cerro de los Gamos

Business Park, which had to be dismantled for reasons of necessity, and that has been moved to

another building in this business park (approximately 7,200 sqm, the stainless steel doors, the raised

floor and the Alfonso XI rack have been installed in a building in María de Portugal and in MERLIN’s

own offices at Castellana 257, with the rest remaining in storage awaiting installation when

appropriate.

The Group's roadmap calls for greater circularity by its contractors in building and refurbishment

projects, and the Group therefore plans to include these criteria when evaluating bids submitted in

tender processes.

With regard to biodiversity in developments and refurbishments, MERLIN studies the ecological value

of the environment and proposes measures to preserve it, with priority given to native plant species

in landscaped areas around our assets, avoiding exotic species. Likewise, although implicit in its

expansion strategy, the Group avoids deforestation in its developments and refurbishments by

acquiring land in urban settings or with previous uses.

MERLIN is therefore committed to ensuring that:

• 100% of developed/refurbished assets have sustainable construction certification.

• 100% of critical suppliers will be evaluated on ESG aspects.

MERLIN has made progress in meeting these commitments by obtaining LEED or BREEAM

certification for all newbuilds and refurbishments.

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Directors' Report – 2025 Statement of Non-Financial Information

Management of properties in operation

MERLIN employs strategies based on continuous supervision and proactive management of

consumption when operating its assets. It takes measures and works closely with tenants and

operators to optimise consumption and minimise adverse effects on the sustainability of its assets. In

addition, it uses sustainability criteria to evaluate its suppliers and recognised sustainability

performance measurement systems to certify its assets.

The operational phase is where MERLIN has the most scope for action, so the Group concentrates its

efforts on maximising the inclusion of sustainability aspects in that phase. The following sustainability

initiatives that it has implemented in its portfolio of assets in operation can be highlight at this time:

• Monitor the environmental performance of each asset throughout the chain of command,

and establish specific action plans on a quarterly basis.

• Approve an investment plan for the installation of equipment (lighting, temperature, etc.)

that improves asset performance.

• Include green clauses to encourage energy efficiency in the tenant’s operations. There are

423 leases that include the green clauses, with some tenants leased on more than one asset.

• MERLIN is continuing to install photovoltaic panels on assets in its branches of activity

(offices, shopping centres, logistics warehouses and data centres) as part of the Sun Project

intended to position itself as the largest developer of self-generated energy in its sector and

an essential player in the energy transition. With the achievement of last year's targets, the

project amounts to 18.9 MW installed, which achieves a total self-consumption rate of 5.6%.

In 2025, projects have been implemented on a total of 10 assets (4 offices, 2 shopping

centres, 4 logistics warehouses).

• Likewise, 100% of MERLIN’s assets under operational control consume renewable electricity

with a guarantee of origin certificate.

• MERLIN has started procuring renewable gas with guarantee of origin certificates. In 2025

MERLIN avoided the emission of more than 42% of its Scope 1 emissions from stationary

sources.

• MERLIN takes different initiatives to optimise material use, reduce waste generation, and

manage the generated waste more efficiently in an effort to improve the circular economy of

its assets. All assets (offices and shopping centres) therefore have waste sorting systems.

¹⁹ The GRI (Global Reporting Initiative) Standards are the starting point for the third and most recent edition of the EPRA

(European Public Real Estate Association) sBPR Guidelines released in 2017. These recommendations are the world's most

important sustainability reporting standards, but since they are intended for a wide range of companies, they are general

and all-encompassing in nature. Consequently, in some cases they do not address the specific characteristics of the real

estate sector. Accordingly, the EPRA sBPR Guidelines provide very specific reporting criteria that sum up the requirements

in the GRI Standards. Following the recommendations of the EPRA sBPR Guidelines, Appendix I includes a series of tables

that provide a full breakdown of the portfolio’s environmental performance data.

²⁰ The environmental indicators reported in the infographic only include information on assets over which MERLIN exercises

operational control.

²¹ Assets that have been operating continuously for the last three years are included.

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Directors' Report – 2025 Statement of Non-Financial Information

4.4 Sustainability advances in MERLIN's portfolio

MERLIN draws up its report on the environmental performance of its portfolio in strict compliance

with the most up-to-date sustainability practices as per the EPRA Sustainability Best Practice

Recommendations (3rd version, 2017) to ensure comparability with the data reported by other

companies in the sector 19.

For more information on the environmental performance of MERLIN’s portfolio, and the

methodology used, please refer to “Appendix I. Environmental performance reporting in accordance

with the EPRA Sustainability Best Practices Recommendations (sBPR)”.

Key environmental performance indicators of MERLIN’s portfolio 20

2023

2024

2025

Absolute

LfL

Absolute

LfL

Absolute

LfL

Energ y

416,102 GJ

398,742 GJ

456,176 GJ

398,897 GJ

704,990 GJ

408,151 GJ

115,584 Mwh

110,762 Mwh

126,715 Mwh

110,805 Mwh

195,831 Mwh

113,375 Mwh

0.244

GJ/m2

0.275

GJ/m2

0.235

GJ/m2

0.275

GJ/m2

0.243

GJ/m2

0.276

GJ/m2

0.068

Mwh/m2

0.076

Mwh/m2

0.065

Mwh/m2

0.076

Mwh/m2

0.068

Mwh/m2

0.077

Mwh/m2

Water

695,407

m3

678,156

m 3

696,399

m 3

672,518

m 3

741,326

m 3

714,933

m 3

0.476

m3/m2

0.498

m3/m2

0.442

m3/m2

0.494

m3/m2

0.475

m3/m2

0.524

m3/m2

Waste

6,989 tons

6,989 tons

7,854 tons

7,822 tons

7,641 tons

7,540 tons

Regarding the energy consumption of like for like 21assets, there has been a slight increase of 2.3%

compared with 2024, mainly due to the increase in office occupancy, logistics activity and shopping

centre footfall. In addition, both the heating and cooling needs were higher than last year. It should

be borne in mind that the Marineda Shopping Centre, which opened at the end of October last year,

has been expanded and remodelled. Also worth mentioning is the consumption of diesel in

generators due to the national blackout on 28 April, which in MERLIN's case accounted for 2% of fuel

consumption. The portfolio's absolute consumption rose by 54.5% due to the entry into operation of

the data centres in 2025.

²² The total surface area of the assets has been considered in the calculation of energy intensity, except in those cases

where MERLIN only has control over the management of consumption in the common areas, in which case only the surface

area of these common areas is considered.

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Directors' Report – 2025 Statement of Non-Financial Information

Energy intensity in the Like for Like portfolio was 0.2% higher than 2024.

Like-for-like performance data for the total volume of water withdrawal at the assets under

MERLIN's operational control came to 714,933 m3 in 2025, namely, office assets (41%), logistics

warehouses (10%) and shopping centres (49%). There was 6.31% increase compared with 2024,

mainly due to the increase in water consumption of several tenants of logistics warehouses and the

lifting of drought restrictions in Catalonia.

The decline in Like for Like waste was mainly due to the excellent waste segregation and

management in the shopping centres, as well as the implementation of waste minimisation plans.

Energy consumption

MERLIN collects information on energy consumption by different components of its portfolio,

including assets under its operational control, assets not under its operational control, its

headquarters in Madrid, and the LOOM location in Huertas . The data collected include detailed

consumption of electricity, fuels like natural gas and diesel, and use of district heating & cooling.

ENERGY CONSUMPTION OF MERLIN’S ASSETS UNDER OPERATIONAL CONTROL 22

For assets the Company for which is able to monitor and evaluate energy consumption, MERLIN has

data for 62% of its absolute portfolio in terms of surface area, 6% more than in 2024.

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Directors' Report – 2025 Statement of Non-Financial Information

For the Data Centre category, the energy intensity in relation to the contracted electrical power (kW)

in 2025 was 0.714.

²³ The remaining electricity consumption (104 GJ, 0.02% of the total electricity consumption) was from electricity supplied

by conventional electric utilities.

²⁴ The total surface area of the assets has been considered in the calculation of energy intensity, except in those cases

where MERLIN only has control over the management of consumption in the common areas, in which case only the surface

area of these common areas is considered.

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Directors' Report – 2025 Statement of Non-Financial Information

MERLIN remains committed to renewable energy through the production and self-consumption of

photovoltaic energy at its assets and to increasing the number of assets supplied with renewable

energy with a guarantee of origin. In 2025 23, electricity consumed from renewable sources accounted

for 99.98% of the total electricity consumed under its operational control.

In addition, MERLIN purchases Renewable Energy Certificates (RECs) for some assets in the

framework of their LEED and BREEAM certifications. Thanks to this green energy purchase

mechanism, in 2025, the Group acquired a total of 40,309 GJ, worth approximately USD 20,295.

Water withdrawal

MERLIN has water withdrawal data for 59% of the assets it manages in terms of surface area.

WATER WITHDRAWAL FROM MERLIN’S ASSETS UNDER OPERATIONAL CONTROL 24

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²⁵ The increase in the amount of hazardous waste mainly stems from the lighting replacement works carried out at the

Marineda shopping centre, where all lighting has been converted to LED. The replaced luminaires have been managed as

hazardous waste. There has also been an increase in the Data Centre category due to the growth in its activity.

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Waste management

In accordance with the ISO 14001 Environmental Management System, MERLIN employs a

systematic approach to waste management for its portfolio based on waste segregation by type at

source, including classification into hazardous and non-hazardous waste. Having in mind the nature

of the activities carried on by the Group, the amount of hazardous waste generated 25 at its assets is

significantly lower than the non-hazardous waste in terms of weight.

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MERLIN has information on the final destination of 100% of the waste generated by the assets under

operational control in its portfolio. Furthermore, nearly all the waste managed goes through

recovery processing of some sort. The quantities of waste that undergo some sort of treatment are

depicted below by portfolio.

The like for like increase corresponds mainly to the contracting of the management of certain types

of waste with an authorised waste manager, which were previously managed through municipal

waste collections. This improves the management and correct segregation of the waste generated so

that it can be recovered.

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The company plans to continue with its continuous improvement in waste management in future to

increase the amount of waste undergoing recovery and recycling processing while minimising

unsorted waste and waste sent to landfills. In this regard it should be noted that the Marineda, Porto

Pi and Artea shopping centres retained their AENOR “Zero Waste” certification, which was also

obtained by the Larios, Saler and X-Madrid shopping centres.

Given the nature of its operations, food waste is not a material issue for MERLIN.

4.5 Decarbonisation of MERLIN Properties’ portfolio

MERLIN's experience over the past few years has enabled it to specify the details of its emissions

reduction strategy, or Path to Net Zero in 2030, thus getting a head start on the European strategy

for decarbonising the economy and ensuring the present and future survival of the Company and its

assets.

MERLIN's pathway to net zero is a comprehensive plan aimed at optimising performance not only of

the Company itself and the assets under its direct control but also of the principal players responsible

for the emissions associated with MERLIN over its entire value chain, including suppliers and tenants.

²⁶ Location based method: The location-based method does not factor in instruments and contracts and assigns the local

grid average emission factor to all external usage, regardless of origin.

In both methods Scope 1 emissions were calculated using the factors recommended by the Spanish Ministry for Ecological

Transition and Demographic Challenge (MITERD). Scope 2 location-based emissions from electricity consumption were

calculated using the emission factor for the electricity mix for Spain and Portugal. The emission factor for the electricity mix

is a rate that represents the CO2 emission intensity associated with generating the electricity consumed. Therefore, it is a

significant indicator of the ratio of low carbon energy sources to the country’s total electricity production. Scope 2 location-

based emissions from district heating were obtained from the emission factor provided by each of the suppliers and

emissions from district cooling were obtained considering the specific electricity consumption necessary for the cold water

service and the emission factor for the Spanish electricity mix.

²⁷ Location based method: The location-based method does not factor in instruments and contracts and assigns the local

grid average emission factor to all external usage, regardless of origin.

In both methods Scope 1 emissions were calculated using the factors recommended by the Spanish Ministry for Ecological

Transition and Demographic Challenge (MITERD). Scope 2 location-based emissions from electricity consumption were

calculated using the emission factor for the electricity mix for Spain and Portugal. The emission factor for the electricity mix

is a rate that represents the CO2 emission intensity associated with generating the electricity consumed. Therefore, it is a

significant indicator of the ratio of low carbon energy sources to the country’s total electricity production. Scope 2 location-

based emissions from district heating were obtained from the emission factor provided by each of the suppliers and

emissions from district cooling were obtained considering the specific electricity consumption necessary for the cold water

service and the emission factor for the Spanish electricity mix.

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MERLIN updated the criteria it uses to calculate emissions in 2025. Following the GHG Protocol

guidelines, the location-based method 26 has been chosen as a basis.

Emissions tCO2 eq	2023 LfL	2024 LfL	2025 LfL
Location-based                    Scopes 1 and 2	10,029	9,026	8,848
Scope 1	2,552	2,631	1,937
Scope 2	7,478	6,395	6,910
Intensity KgCO 2eq/sqm	6.911	6.219	5.974

Emissions tCO 2 eq	2023 Absolute	2024 Absolute	2025 Absolute
Location-based                    Scopes 1 and 2	10,315	9,843	11,132
Scope 1	2,558	2,944	2,328
Scope 2	7,757	6,898	8,804
Intensity KgCO2eq/sqm	6.448	5.672	5.698
Scope 3	133,674	162,515	258,693

MERLIN also continues to report its emissions using the market based method 27.

Emissions tCO 2 eq	2023 Absolute	2024 Absolute	2025 Absolute
Market-based                    Scopes 1 and 2	2,679	2,960	2,356
Scope 1	2,558	2,944	2,328
Scope 2	121	16	28
Intensity KgCO 2eq/sqm	1.675	1.577	1.207
Scope 3	N/D	N/D	N/D

4.5.1. Scope 1 and scope 2 greenhouse gas (GHG) emissions

A breakdown of greenhouse gas (GHG) emissions for consumption of electricity, fuels (natural gas

and diesel) and district heating and cooling, including recharging refrigerant gases in cooling systems,

is shown below. These data cover both assets under MERLIN's operational control, as well as

MERLIN's headquarters in Madrid and the LOOM location in Huertas.

²⁸ Includes fuel consumption and refrigerant gas recharges.

²⁹ Includes electricity and district heating & cooling consumption.

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For more information on the environmental performance of MERLIN's portfolio and the

methodological approach used, please see "Appendix I. EPRA Sustainability Best Practice

Recommendations (sBPR) environmental performance report".

Market-based GHG emissions at assets under MERLIN's operational control

First, applying the location-based calculation method to the like-for-like portfolio, the sum of Scope 1

and Scope 2 GHG emissions was 8,848 tCO2eq, 2% lower than in 2024.

For the absolute portfolio, the sum of Scope 1 and Scope 2 location-based GHG emissions was 11,132

tCO2eq, 13% lower than in 2024. By scope, 2,328 tCO2eq were Scope 1 emissions 28 and the

remaining 8,804 tCO2eq were Scope 2 emissions 29.

³⁰ Since the Scope 1 emissions were calculated using the factors recommended by MITERD in both methods, this section

does not include the Scope 1 data, already reported for the market-based method.

³¹ The scope 1 and scope 2 GHG emissions reported below are for assets over which MERLIN exercises operational control.

The total surface area of the assets has been considered in the calculation of energy intensity, except in those cases where

MERLIN only has control over the management of consumption in the common areas, in which case only the surface area of

these common areas is considered.

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KPIs – LOCATION-BASED SCOPE 1 30 AND SCOPE 2 GREENHOUSE GAS (GHG) EMISSIONS AT ASSETS

UNDER MERLIN'S OPERATIONAL CONTROL 31

 

For the Data Centre category, the GHG emission intensity in relation to the contracted electrical

power (kW) was 0.004 GJ/kW  in 2025.

³² Includes fuel consumption and refrigerant gas recharges.

³³ Includes electricity and district heating & cooling consumption.

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Market-based GHG emissions at assets under MERLIN's operational control

First, applying the market-based calculation method to the like-for-like portfolio, the sum of Scope 1

and Scope 2 GHG emissions in 2025 was 1,964 tCO2eq, 25.8% lower than in 2024.

For the absolute portfolio, the sum of Scope 1 and Scope 2 market-based GHG emissions in 2025 was

2,356 tCO2eq, 20.4% lower than in 2024. Broken down by scope, 2,328 tCO2eq were Scope 1

emissions 32 and the remaining 28 tCO2eq were Scope 2 emissions 33.

³⁴ The scope 1 and scope 2 GHG emissions reported below are for assets over which MERLIN exercises operational control.

The total surface area of the assets has been considered in the calculation of energy intensity, except in those cases where

MERLIN only has control over the management of consumption in the common areas, in which case only the surface area of

these common areas is considered.

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KPIs – MARKET-BASED SCOPE 1 AND SCOPE 2 GREENHOUSE GAS (GHG) EMISSIONS AT ASSETS

UNDER MERLIN'S OPERATIONAL CONTROL 34

For the Data Centre category, the GHG emission intensity in relation to the contracted electrical

power (kW) was 0.001 tCO2eq/kW in 2025.

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4.5.2 Scope 3 greenhouse gas (GHG) emissions

MERLIN has expanded the coverage of the calculation of its Scope 3 indirect greenhouse gas (GHG)

emissions in accordance with its Path to Net Zero strategy. The origin of these emissions is the

Company's activities at sources that are not under its direct ownership or control. MERLIN has

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assessed its GHG emissions in the categories defined in the Greenhouse Gas Protocol (GHG Protocol)

that are most relevant for the Group's activities, as detailed below.

Based on the updated criteria for calculating the Scope 1 and Scope 2 emissions, MERLIN has

established the following guidelines for including indirect GHG emissions originating in its value chain

for calculating Scope 3 emissions:

• Emissions associated with assets where MERLIN is a lessor: emissions from fuel consumption

at fixed installations in offices used to air condition lessees’ private areas or at shopping

centres where it is used to air condition leased premises. The use of this fuel, the control of

its use, and the bills issued are paid by the lessees.

• Emissions associated with assets for which the energy consumed in the building is fully

metered and billed in the name of a Group company, considering 88% of that consumption

to be the tenants' own consumption in carrying on their own activities.

• Emissions from the utilities of single-tenant assets held in MERLIN’s name.

		2024	2025
Type of emission	GHG protocol category Emissions (tCO2eq)
Emissions related to the supply chain	1. Goods and services purchased	14,515	24,261
	2. Capital goods	82,007	167,198
	4. Upstream transport and distribution	1,651	3,726
Upstream emissions from fuels	3. Fuel and energy-related activities	1,066	972
Emissions from waste disposal and waste treatment	5. Waste generated from operations	4,306	4,046
Emissions related to business travel	6. Business travel	187	230
Emissions associated with employee commuting	7. Employee commuting	8,632	5,951
Emissions associated with assets where MERLIN is a tenant	8. Upstream leases	58	42
Emissions associated with assets where MERLIN is a landlord	13. Downstream leases	50,041	52,267
TOTAL		162,463	258,693

The increase in emissions in 2025 compared to the previous year in categories 1, 2 and 4 is mainly

due to the acquisition of three assets and to construction and investment in the Data Centre

category.

MERLIN establishes three subcategories for Scope 3, dividing these emissions into:

• Operating assets

• Assets under construction or refurbishment (WIP)

• Data Centres

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Accordingly, the emissions amount to 137,755 tCO2eq for operating assets, 26,885 tCO2eq for WIP

assets and 94,051 tCO2eq for Data Centres. The intensity calculated for the operating assets

subcategory is 0.035 tCO2eq/m2 and for WIP assets is 0.028 tCO2eq/sqm.

Further information on the method used to calculate the Scope 3 GHG emissions is available in

"Appendix II. Method of calculating Scope 3 GHG emissions".

4.6 Carbon footprint certification

MERLIN's calculation of its Scope 1 and Scope 2 carbon footprint is verified by an independent third

party as required by the UNE EN ISO 14064-3:2012 Greenhouse Gases standard. The Group reports

all greenhouse gas emissions and removals attributable to operations under its control, where

applicable together with its shareholdings in the relevant facilities, in accordance with the GHG

Protocol.

MERLIN mitigates its emissions through carbon offset projects based on its gross footprint. These

projects include creating orchards and vertical gardens at certain assets and reforestation initiatives.

Ultimately, MERLIN offsets the emissions at some of its assets by acquiring removal credits or offsets

from certified carbon emissions reduction projects. This takes the form of obtaining carbon offset

certificates.

The verified emissions data for the organisation in 2024 (latest year available to date) are listed

below:

• Total Emissions:3,072.49 t CO2e

• Avoided Emissions:19,457.80 t CO2e

• Offset Emissions:0.50 t CO2e

4.7 Offsetting of the footprint at the corporate level

In 2025, MERLIN acquired 200 hectares of land in the municipality of Serradilla del Llano de

Salamanca (the "MERLIN Forest"). This is an area of high ecological and landscape value that was

affected in July 2022 by the biggest fire recorded in the province of Salamanca in the 21st century,

which destroyed more than 8,000 hectares. The restoration of the planned 200 hectares will allow

the ecosystem to absorb approximately 168,035 tonnes of CO2 over a period of 50 years. The

reforestation was completed in the first quarter of 2025 and the project has been officially registered

with the Spanish Ministry for Ecological Transition (2024- b263). The Project is part of a wider

restoration initiative covering nearly 350 hectares.

The actions being carried out contribute to reducing fire risk, increasing the resilience of the land to

climate change and enhancing its capacity as a carbon sink. Actions will also be carried out to

promote biodiversity in an area where there are species classified as vulnerable, critical or

endangered by the International Union for Conservation of Nature (IUCN). In addition, the project

will generate a positive social impact by boosting rural development and promoting collaboration

with neighbouring populations

Biodiversity of the MERLIN forest

The project incorporates native species of high ecological value, with the aim of favouring

biodiversity, promoting the settlement of fauna, and enhancing essential processes such as

pollination and other ecosystem services.

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The main species of the project is the maritime pine, accompanied by junipers, strawberry trees,

hawthorns and oaks, which contribute to the improvement of the structure and functionality of the

ecosystem.

Social impact of the MERLIN forest

The project is not only restoring the ecosystem, but will also become a driver of social and economic

development for the region. Through responsible forest management and the hiring of local skilled

labour. The main social indicators of the MERLIN forest are:

• 50 working days (8-hour shifts) generated in support work and study of the project.

• 14 jobs during the land preparation and planting period.

4.8 Validation of MERLIN’s commitments by independent third parties

As reported in MERLIN's Sustainability Policy, validation by independent third parties of the

robustness and practical implementation of the commitments it has assumed is a basic principle that

MERLIN follows. This principle is particularly relevant for asset operation, an area concentrating the

Group main efforts where there is the most scope for outside validation of the actions undertaken.

That is why MERLIN obtains LEED, BREEAM, ISO, AEO [Spanish Office Association ], AIS, and WELL

certification for its portfolio.

LEED/BREEAM certifications

MERLIN is committed to the highest standards of quality and excellence in its role as leader in

developing and operating sustainable assets. This commitment is evidenced by the Company's

aspiration to obtain certification under the leading sustainable building standards available, such as

LEED and BREEAM, for virtually all its assets, including offices, logistics facilities, and shopping

centres.

MERLIN prioritises Building Design and Construction category LEED certification for new construction

and complete renovation projects. For assets already in operation, the Company seeks to achieve the

highest BREEAM standard In Use and Maintenance ratings and LEED Building Operations &

Maintenance certification. This requires cooperative engagement of the tenants of these buildings

with MERLIN.

As part of the certification plan introduced by the Group in 2016, at the end of 2025, 95%, of

MERLIN's strategic portfolio, measured in terms of GAV (excluding Data Centres), had been certified

under one of these two international benchmark standards for sustainable construction, LEED and

BREEAM. MERLIN has thus positioned itself as a benchmark REIT in this area and has nearly achieved

its goal of having 95% of offices, 100% of shopping centres, and 86% of logistics assets, measured in

terms of GAV, certified. Data Centres are not certified at this stage.

MERLIN obtained or renewed a total of 25 LEED or BREEAM certifications in 2025 with the addition of

these certifications, the current status of the portfolio in terms of sustainable construction

certifications is as follows:

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Management System Certification

First, MERLIN's commitment to minimising the environmental impacts stemming from the existence

and operation of its assets is backed by its ISO 14001 certified Environmental Management System.

At the end of 2025, the System encompassed a total of 92 assets (including 76 office assets, 8

shopping centres, and 5 logistics assets and 3 data centres) representing a surface area of 1,362,094

sqm, or 39% of the strategic portfolio's total surface area. MERLIN continues to make progress in the

integration of new assets under its Environmental Management System, with the aim of certifying all

multi-tenant office assets and as many shopping centres as possible in the coming years.

In addition, the Group seeks to strengthen its commitment by improving the energy efficiency of its

assets and taking measures to optimise consumption by obtaining ISO 50001 certification of its

assets. Last year MERLIN extended its scope by certifying 2 new office buildings in Portugal in this

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standard, although with respect to 2024, 4 fewer buildings were certified (due to buildings becoming

single-tenant), reaching a total of 89 assets (distributed between 75 office assets, 1 shopping centre,

3 logistics assets and 3 data centres) and a surface area of 1,309,897 sqm, which represents 38% of

the total surface area of the portfolios indicated.

Below is a breakdown of the certified assets, in relation to the assets eligible for ISO 14001 and ISO

50001 certification.

Energy rating of MERLIN’s assets

MERLIN has continued to make progress in obtaining energy performance certificates for all the

assets in its portfolio as required by the Spanish Energy Performance Certification Act [Real Decreto

235/2013]. At the end of 2025, 99% of MERLIN’s strategic portfolio (offices, shopping centres,

logistics warehouses and data centres) had an energy rating.

MERLIN also uses these certifications to gauge the energy performance of air conditioning, lighting

and domestic hot water systems, which allows the Group to prioritise and optimise the

implementation of energy efficiency measures.

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Energy rating of MERLIN’s assets (% of surface area)

Other certifications

In 2025, MERLIN continued the process of certifying its assets under recognised industry standards.

For instance, AEO certification, which certifies the technical quality of office buildings, assessing such

technical aspects as architectural features, facilities, equipment, and property maintenance. At year-

end, a total of 31 assets were certified under this system.

Furthermore, as reflected in the Sustainability Policy, one of the Group’s priorities is the well-being of

the users of its assets. MERLIN therefore seeks to further support its commitment by obtaining

external certifications that allow the Company to advance and improve its performance in this area.

The Company has been certifying its assets under the AIS certification system for years, which

certifies the degree of accessibility of the assets. MERLIN continued expanding its AIS-certified

portfolio, to 73 assets in 2025, 13 of them with the highest rating.

In addition, the Group has obtained the WELL certification for 2 of its assets. This certification is

aimed at taking measures focused on the health and well-being of the asset’s occupants, and has

begun the preliminary work on another 2 of its assets to obtain the highest WELL rating.

In addition, in 2025 the Group attained WiredScore certification for 20 of its assets. This certification

measures such features as flexibility, infrastructure quality, and data transmission speed.

In 2025, MERLIN invested a total of EUR 0.8 million to obtain, maintain, and extend these

certifications, as part of the Group's commitment to effectively incorporate sustainability into its

asset management.

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4.9 Sustainability ratings

MERLIN regularly participates in various sustainability benchmark indices, which reflect the advances

made by the Group and the effectiveness of the steps taken in both internal management and asset

management.

The Group's rating on 6 of the 6 sustainability indices to which it applied held steady or increased in

2025 compared with 2024. Specifically, MERLIN participates in 6 sustainability indices; 3 of them —

GRESB (real estate), CDP (climate change), and S&P Global (general) — consist of a questionnaire,

while the other 3 — Sustainalytics (ESG risks), ISS ESG (ESG) and MSCI (general) — are based on the

Group's public reporting.

MERLIN has reinforced its position on GRESB, an international benchmark that measures the

environmental, social and governance performance of companies in the real estate sector, in which it

has participated since 2018. The Group achieved a score of 86 points out of 100, which places it

above the global average.

MERLIN continues to participate in the CDP questionnaire, which assesses the degree of a company's

commitment to climate change issues. In 2025, MERLIN obtained a rating of “B”, which means that

the Group is transparent and manages climate change issues adequately.

MERLIN again actively participated in the S&P CSA questionnaire, scoring 71%. This allows the

Company to maintain its inclusion in the Dow Jones Sustainability European Index and the Dow Jones

Sustainability World Index through 2025. With regard to sustainability reporting, MERLIN received

the Gold Award from EPRA for the eighth year in a row. This award recognises the degree to which its

Sustainability Report (formerly CSR) is aligned with EPRA Sustainability Best Practices

Recommendations.

MERLIN has considerably improved its Sustainalytics ESG risk rating since 2022, positioning itself as a

leader both globally and in the real estate and REIT sector, obtaining a total rating of 9.9 points and

thus being included among the best rated companies worldwide.

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86% GRESB		71% S&P Global		B CDP
						A MSCI		Negligible Risk Sustainalytics		B- ISS ESG

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4.10 Protection of biodiversity

The Biodiversity Policy aims at establishing a framework for integrating biodiversity protection and

promotion into the Group's strategy. It also defines the action principles for developing a sustainable

business model that fosters a positive impact on nature. Under this policy the Company's activities

are intended to protect and promote the betterment and growth of our natural heritage, placing

special attention on protecting animals.

Ecosystem deterioration and the extraordinary decline in biodiversity, widely recognised by the

scientific community as a direct result of the impact of human activities, pose significant

environmental, economic, and social risks. Urgent action to reverse biodiversity loss is called for.

MERLIN is committed to taking a leading role in the conservation and furtherance of biodiversity

within its sector of operations and to incorporating the United Nations' long-term "Living in Harmony

with Nature" vision for the year 2050 into its management system. This vision prioritises valorisation,

conservation, restoration, and sustainable use of biodiversity, preserving ecosystem services,

promoting the health of our planet, and providing fundamental benefits for all people.

Guiding principles

ØIntegrate biodiversity into the Group's internal strategic planning and decision-making

processes and into the assessment, management, and reporting of long-term risks.

ØIdentify, quantify, and evaluate, on an ongoing basis and throughout the life cycle of the

assets, the impacts and dependencies of the activities on natural capital, including the

diversity and protection of wild animals and protected and vulnerable species, respecting

them in all lines of action.

ØProtect species and habitats, both those under threat and those of high biodiversity value,

through the adoption of preventive, minimising, and enhancing measures.

ØManage and offset in quantity and quality the negative impacts produced on the

environment, giving priority to nature-based solutions, facilitating the connectivity of

populations and encouraging the development of specially protected areas or private

conservation.

ØPromote knowledge of and training in biodiversity by/for the Group's employees and

suppliers.

MERLIN is firmly committed to preserving the environment, and the Group actively contributes to

helping to improve the environment in its daily activities. MERLIN carries out comprehensive

assessments of and minimises potential adverse impacts on biodiversity throughout the life cycle of

its assets, with special attention to newbuilds and relocations. To achieve this, it proposes measures

that will preserve biodiversity and prioritises using indigenous plant species and avoiding exotic

species in the landscaped areas of its various assets.

In addition, an intrinsic part of the Group's expansion strategy is avoiding deforestation in its

newbuild and relocation projects, instead opting to acquire land in urban settings or previously

improved land, a reflection of its commitment to conserving natural ecosystems.

In addition, MERLIN Properties has no substantial involvement in ecosystem and/or abiotic services

either in its internal operations, in its supply chain, or in the process of building/refurbishing

buildings and managing existing ones. Section 6.2 discusses the Company's relationship with

community suppliers and job creation in detail. In addition, section 4.3 sets forth a comprehensive

description of its development and operation of assets that satisfy sustainability criteria.

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The actions carried out by the Group in this area are as follows:

– MERLIN manages various urban gardens in the common areas of its properties where the

Group has begun promoting actions to preserve biodiversity, e.g., installing insect hotels, bird

houses, and bat houses.

– With regard to biodiversity in developments and refurbishments, MERLIN studies the

ecological value of the environment and proposes measures for its conservation. Priority is

given to native plant species in the landscaped areas around their assets and exotic species are

avoided.

³⁵ See MERLIN’s Human Capital Management risks and action plans in Section 3.2. Risk Management.

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5. Talent creation 35

2025 MILESTONES

FUTURE OBJECTIVES

• Digitalise employee training management through a new integrated training platform. • Promote teamwork and sense of belonging through various social activities among employees such as races, sport tournaments and events for children of employees. • Carry out new volunteering actions with children in public residences. • Expand social benefits for employees, by offering them online news from leading newspapers free of charge. • Conduct the biannual employee satisfaction survey. • Carry out a market survey of the posts with the highest turnover. • Promote the use of digital signatures among employees to reduce paper.

• Create a feedback channel to improve communication between employees and the company. • Renew MERLIN's Equality Plan and develop a new Equality Plan for another group company. • Expand the range of training on offer and promote internal training. • Encourage employees to visit the Company's various assets. • Expand the headquarters, refurbish them and relocate the employees and departments. • Create introductory videos for the different business units, so that new recruits have a quicker adaptation period. • Increase the % of employees with disabilities through direct hiring.

KEY INDICATORS FOR THE YEAR
	2025	Change 2024-2025
Number of employees	295	(293 - 295)
% of women employees	48%	(48% - 48%)
% of employees with a permanent contract	99.66%	(99,32% - 99,66%)

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5.1 Employee loyalty

In its relationship with employees MERLIN adheres to the strictest labour standards, complying with

the principles set out in the ILO Declaration on Fundamental Principles and Rights at Work. The

Human Capital Policy, the Equality Plan and the Human Resources Processes Handbook and

Collective Bargaining Agreements currently set out the guiding principles for human capital

management at the Company.

The risks inherent in the Company’s social and personnel issues are discussed with in chapter 3.2. of

the report.

A strong and unique workforce

At the end of 2025, MERLIN’s workforce consisted of 295 professionals divided into three categories,

as follows:

• Executives: Category composed of 29 professionals (28 men and 1 woman). Team comprising

the Chief Executive Officer, the Chief Operating and Corporate Officer and the management

and business area teams that oversee the optimum functioning of each area of the Company.

• Middle Management: Category composed of 85 employees (53 men and 32 women). Team

composed of professionals closely linked to the business and to projects with great

responsibility.

• Other professionals: Category composed of 181 employees (72 men and 109 women). The

team is made up of expert professionals with a high level of knowledge and experience to

carry out their activity, as well as general support staff.

All of them form a team of highly qualified professionals committed to the Company and its

corporate philosophy and values

³⁶ Data as of 31 December 2025, except for average training hours per employee.

³⁷ The average number of training hours based on the average headcount in 2025.The average number of training hours in

2025 in total terms (including men and women) was 7,391 hours.

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Current profile of MERLIN Properties’ employees 36

• I represent 48% of the workforce.

• I represent 51% of new hires in 2025.

• I am between 30 and 50 years old (52% of

women).

• I have a permanent contract (100% of women).

• I received 35 hours of training in 2025 37.

• I work in Spain (94% of women).

• I represent 30% of income-generating positions.

• I represent 26% of STEM positions.

• I represent 52% of the workforce.

• I represent 49% of new hires in 2025.

• I am between 30 and 50 years old (48% of men).

• I have a permanent contract (99% of men).

• I received 17 hours of training in 2025.

• I work in Spain (93% of men).

• I represent 70% of income generating positions.

• I represent 74% of STEM positions.

MERLIN’s distinctive aspects in relation to its employees

MERLIN’s team, which is so critical to the Group’s success, is composed of a group of highly qualified

professionals with extensive experience in the sector.

MERLIN goes to great lengths to keep its employees motivated and committed and has a high talent

retention rate.

24 average years of experience of the management team in the property sector Excellence MERLIN’s staff is made up of a team of top professionals with extensive knowledge of the real estate sector and vast experience, especially the management team

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EUR 43.2 M GAV/employee	Productivity MERLIN has a very competitive GAV per employee ratio, in line with its philosophy of productivity and efficiency.
11% Voluntary turnover rate	Talent retention  MERLIN strives to offer professionals long-term development opportunities, ensuring their well-being as members of the Company and making all employees feel comfortable and identified with the Group’s philosophy and objectives.
40% of employees have chosen to receive Group shares as salary in kind	Commitment  MERLIN’s professionals are highly committed to the Company. Worth noting here is the percentage of employees who have chosen to receive part of their remuneration in Group shares.
93% of employees have received training	Independence MERLIN has a proactive and highly-trained team of professionals who are equipped with the necessary skills and independence to guarantee good decision-making.
2.5% Total Absenteeism Rate	Responsibility MERLIN has a team of responsible, tenacious professionals, with a very low absenteeism rate.

5.1.1 Composition of the workforce

MERLIN’s staff are the Group’s main asset. At 2025 year end, the MERLIN Group’s workforce was

composed of a total of 295 employees, divided into 3 categories in keeping with MERLIN’s strategy of

maintaining a horizontal structure.

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	2024			2025
	Men	Women	Total	Men	Women	Total
Directors	28	1	29	28	1	29
Middle management	51	32	83	53	32	85
Other professionals	73	108	181	72	109	181
Total	152	141	293	153	142	295

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			2024		2025
Country	Category	Age range	Men	Women	Men	Women
Spain	Directors	<30 years old	-	-	-	-
		30-50 years old	10	1	10	1
		>50 years old	17	-	17	-
	Total		27	1	27	1
	Middle management	<30 years old	4	3	4	3
		30-50 years old	21	14	23	12
		>50 years old	20	15	21	15
	Total		45	32	48	30
	Other professionals	<30 years old	13	23	12	20
		30-50 years old	37	58	35	61
		>50 years old	20	20	21	21
	Total		70	101	68	102
	TOTAL		142	134	143	133
Portugal	Directors	<30 years old	-	-	-	-
		30-50 years old	1	-	1	-
		>50 years old	-	-	-	-
	Total		1	-	1	-
	Middle management	<30 years old	-	-	-	-
		30-50 years old	4	-	3	2
		>50 years old	2	-	2	-
	Total		6	-	5	2
	Other professionals	<30 years old	-	1	-	1
		30-50 years old	2	4	3	4
		>50 years old	1	2	1	2
	Total		3	7	4	7
	TOTAL		10	7	10	9
TOTAL			152	141	153	142

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MERLIN has a team of professionals with permanent contracts and an average age of 44 .

MERLIN's employee profile

From the moment they join the Company, MERLIN offers its employees stable contracts to ensure

their loyalty and improve its ability to attract talent to the organisation. At 2025 year end, 100% of

the Group’s employees had a permanent contract.

Type of contract	Time	2024	2025
Permanent	Full-time	282	286
	Part-time	9	8
Total permanent		291	294
Temporary	Full-time	2	1
	Part-time	-	-
Total temporary		2	1
Overall total		293	295

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5.1.2Average contracts

Annual average number of permanent, temporary and part-time contracts by gender, age and

professional classification is as follows:

			2024		2025
Contract	Category	Age range	Men	Women	Men	Women
Full-time permanent	Directors	<30 years old			-	-
		30-50 years old	11	1	11	1
		>50 years old	17		17	-
	Total		28	1	28	1
	Middle management	<30 years old	4	3	4	3
		30-50 years old	25	14	25	15
		>50 years old	22	14	23	15
	Total		51	31	52	33
	Other professionals	<30 years old	9	20	12	20
		30-50 years old	35	54	38	60
		>50 years old	20	20	20	21
	Total		64	94	70	101
Part-time permanent	Other professionals	<30 years old			-	-
		30-50 years old	1	3	1	3
		>50 years old	1	1	1	1
	Total		2	4	2	4
Full-time temporary	Other professionals	<30 years old	-		-	1
		30-50 years old			1	-
		>50 years old			-	-
	Total		-	-	1	1
TOTAL			145	130	153	140

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5.1.3 Departures by type, sex, age and professional classification

Breakdown by type of departures:

	2024		2025
Type of departure	Men	Woman	Men	Woman
Voluntary employee departure	8	12	15	14
Employee dismissal	-	1	4	5
End of temporary contract	1	1	2	3
Employee retirement	1	-	1	-
Terminaton during trial period	-	-	2	1
Transfer of employees	-	-	1	-
Leave of absence	-	3	-	3
Depletion of sick leave	1		-	-
Total	11	17	25	26

The number of total departures increased from 28 in 2024 to 51 in 2025. In particular, the number of

dismissals, voluntary redundancies and the completion of temporary contracts increased. The

temporary hiring was mainly done to sub in for employees on parental leave.

Voluntary departures		2024		2025
Category	Age range	Men	Women	Men	Women
Middle management	<30  years old	-	-	1	-
	30-50  years old	2	-	2	-
	>50 years old	-	-	-	-
Other professionals	<30  years old	2	2	3	10
	30-50  years old	4	9	8	4
	>50 years old	-	1	1	-
TOTAL		8	12	15	14

Voluntary departures increased mainly in the Other Professionals Category and in the <30 year old

age range. In 2024 there were 4 voluntary departures and in 2025 there were 13.

Dismissals		2024		2025
Category	Age range	Men	Women	Men	Women
Middle management	<30  years old	-	-	-	-
	30-50  years old	-	-	-	3
	>50 years old	-	-	-	-
Other professionals	<30  years old	-	-	-	1
	30-50  years old	-	1	4	1
	>50 years old	-	-	-	-
TOTAL		-	1	4	5

The number of redundancies was higher than the number of redundancies in 2024, but lower than

the number of redundancies in 2023, when there were 14.

Changes in turnover

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The total turnover rate was calculated taking into consideration all employees who leave the

organisation either voluntarily, due to dismissal, retirement, end of contract, leave of absence, expiry

of temporary incapacity or termination in trial period. If an employee has had different employment

relationships and has left more than once, this is not counted as one but as the total number of

departures.

Total number of departures/ Number of employees at the end of year = Turnover rate.

	2024	2025
Voluntary turnover rate	8%	11%
Total turnover rate for departures	10%	17%

MERLIN conducts exit interviews to learn the reasons why employees leave voluntarily, to allow it to

implement the appropriate measures to retain talent. In the exit interviews, the most highly rated

question was the working atmosphere and the working companionship, the lowest rated question

was the working hours. The main reason why employees decide to leave the company voluntarily is

for personal growth and to take on new roles and responsibilities. 

The position with the highest voluntary turnover is the receptionist/host position in the coworking

spaces, accounting for 41% of voluntary departures at MERLIN.

In 2025 MERLIN conducted a benchmarking study to better understand the profile of employees who

usually occupy this position in other companies, their wages, their emotional salary and the main

levers that lead them to depart or stay in the position, to try to reduce turnover in this job. For this

position, the study showed a high turnover in the labour market in general, with bridging roles being

considered for other positions of greater responsibility. However, the Company is going to implement

changes in the remuneration scheme for this position, giving more weight to fixed pay than variable

pay, with the aim of reducing turnover.

5.1.4 Training

MERLIN offers all professionals the opportunity to get involved in different projects and to assume

new responsibilities throughout their professional careers. Training is a fundamental part of career

development and, therefore the Group ensures that training is available to all employees.

A total of 7,391 hours of training were provided in 2025, a decrease of 13% on the previous year. In

2025, MERLIN invested EUR 137,006 in training after stipends.

Age range	Men	Women	Total
<30 years old	544	781	1,325
30-50 years old	1,464	2,233	3,697
>50 years old	550	1,819	2,369
Total	2,558	4,833	7,391

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Hours of training by professional category:

Professional category	Hours of training
	2024	2025
Directors	413	375
Middle management	1,149	2,813
Other professionals	6,960	4,203
Overall total	8,522	7,391

93% of employees have received training.

The average number of training hours per employee is 25 hours.

In 2025, employees with disabilities received an average of 39 hours of training, mainly in digital

skills.

MERLIN offers its employees training to enhance their professional development. This training is

divided into three categories:

▪ Personalised training: Employees can select the courses that best suit their needs without

the training being limited to a catalogue of courses. If necessary, MERLIN provides guidance,

through the experience of its staff members, so that employees can choose those courses

that best suit their needs.

▪ Knowledge sharing: MERLIN considers it a priority to share the knowledge accumulated by

its professionals in different areas of expertise. For this reason, the Group provides annual

"in-house training" courses given by MERLIN's own staff to the rest of their colleagues.

▪ Language Training: MERLIN offers all its employees language training in English or

Portuguese, in different modalities: face-to-face, online, conversation or preparation for

official exams. The employee can choose the modality that they prefer.

Relevance of each category of training, with respect to the company's total training hours:

• Personalised training tailored to the needs of each employee accounts for 76% of total

training.

• Language training accounts for 19% of total training.

• Knowledge sharing (training delivered by MERLIN’s own professionals) accounts for 5% of

total training.

In 2025, MERLIN funded 7 university master's degrees, 3 in Data Centre Management, 2 in Artificial

Intelligence, 1 in Real Estate Management and 1 in SAP ERP. They represent 44% of the total training

hours.

Without taking into account the training hours for masters degrees, employees received 15% of the

2025 training on different sub-areas of the technology area.

The employee satisfaction survey launched in 2025 found that many employees requested training to

improve their stress management and to boost their knowledge of Artificial Intelligence. A course on

mental health and digital disconnection was held in 2025 and attended by 52 employees. Artificial

Intelligence training is planned for 2026.

The training courses with the highest attendance were courses on cyber security.

In 2025, MERLIN developed a training platform to manage the Company's training.

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The platform includes more than 500 training courses that the Company will open throughout 2026

so that employees can voluntarily take the courses that are of most interest to them.

In addition, through the platform, employees will take mandatory training courses such as those on

occupational risk prevention, cybersecurity or compliance, and MERLIN will be able to monitor their

progress.

The platform also makes it possible to automate communications such as the sending of diplomas,

reminders of training to be carried out, publication of new training courses, and the progress of the

training carried out by the employee. It also enables reports and statistics to be drawn up that will

expedite management work and strategic decision-making. 

Employees will be able to access their individual employee file where they can see all the courses

they have taken or that are pending, and will be able to access them from a single platform at any

time, being able to consult the content of the training whenever necessary.

5.1.5 Interns

In 2025, MERLIN took on 24 interns, mainly from universities in Madrid during the months of June

and July. The average duration of the internships was approximately 2.87 months. The maximum

duration was 6 months and the minimum duration was 1 month.

Gendre	No. of trainees	Average duration of traineeship months
Male	8	2.82
Female	16	3.18
Total	24	2.87

At the end of their internship, interns complete an internship satisfaction survey. The average score

in 2025 was 9.9 out of 10.

3 of the interns were hired at the end of their internships.

Situation at 31/12	Total
End of internships	18
Recruited	3
Continues intership	3
Total	24

5.2 Employee compensation

Differential remuneration scheme

Remuneration is a key tool for attracting and retaining the best talent. The Company’s remuneration

scheme has a differential aspect in that it prioritises performance over any other variable when

establishing remuneration and, therefore, employee growth is monitored on an ongoing basis.

MERLIN employees receive fixed annual remuneration along with annual variable remuneration tried

to the fulfilment of the Group’s objectives and to each employee’s individual performance.

100% of MERLIN's employees receive variable remuneration or bonuses, regardless of their

professional category. This allows the company to reward performance and attract and retain the

best talent, without it being a tool used only for a specific group. The variable remuneration in 2025

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was linked 80% to financial targets and 20% to non-financial targets. As detailed in MERLIN

Properties' Annual Remuneration Report, both the financial and non-financial targets were 100% met

in 2025. This explains why employee remuneration in 2025, as will be seen in the tables below, was

significantly higher than in 2024, when the targets that determined the variable remuneration were

met by an average of 83%.

Some 23% of employees are also on a long-term incentives plan, further strengthening the retention

of key talent for the company's business.

Employee benefits

In addition to MERLIN’s remuneration system, the Group offers all its employees employment

benefits and alternative remuneration formulas.

All Group employees have the same remuneration in kind conditions and social benefits: health

insurance (for employees, spouse and children), and life and accident insurance.

In addition, in Spain, all employees have access to a flexible remuneration plan which includes:

restaurant card, transport card, childcare vouchers, training plans and access to the purchase of

shares in the Parent. In Portugal, all employees receive a food allowance as a part of their pay

package.

Employees have access to discounts in various areas such as restaurants and pharmacies, as well as in

training schools, hotels and different establishments in shopping centres. In 2023, a "Shopping Club"

was included where employees can access discounts from different brands for online shopping.

In 2025, MERLIN expanded its social benefits to include free online news access for all employees.

With unlimited access to newspapers such as El Mundo, El País, ABC, El Español, El Independiente,

Cinco Días, Expansión, Invertia, Marca, El Confidencial, etc., and magazines such as Telva, Babelia,

Metropoli, Yo Dona, etc.

5.2.1 Wage gap analysis

The total compensation earned per employee, including executive directors who are included in the

category of Managers, by the average number of employees has been taken into account to calculate

the average remuneration and the wage gap.

The total compensation accrued includes:

– Fixed Salary: includes all remuneration received by the employee during the year including

salary increases, components of collective bargaining agreement, bonuses, sickness or

accident benefits, temporary disability compensation and all remuneration agreed as fixed

salary in general with employees.

– Variable Remuneration: includes the annual bonus accrued in the year. Excludes the long-

term incentive plan accrued from 2022 to 2024 and the long-term incentive plan accrued

from 2025 to 2027.

– Remuneration in kind: health insurance, life insurance, and flexible remuneration including

shares.

– Does not include severance payments and compensation.

Average remuneration and changes in salaries broken down by gender, age and professional

classification or equal value

³⁸ Definition Wage gap=Average pay for men-Average pay for women / Average pay for men x 100.

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Average remuneration by gender (€k)	2024	2025
Men	158	193
Women	57	62

Average remuneration by age (€k)	2024	2025
Under 30 years old	46	47
30 to 50 years old	84	97
Over 50 years old	173	217

Average remuneration by category (€k)	2024	2025
Directors	519	705
Middle management	103	119
Other professionals	42	43
Overall total	110	131

In the above tables, all employees, including executive directors, are included.

The average remuneration table by category is not broken down by sex as there is only one woman in

the Managers category.

• Gender wage gap 38

Gender wage gap	2024	2025
Directors	N/A	N/A
Middle management	5%	10%
Other professionals	16%	16%

The pay gap in the Managers category is not reported because there is only one woman in that

category.

The gender wage gap for the total workforce including Managers and Executive Directors was 68% in

2025 (64% in 2024). The average salary remuneration comprising fixed salary, variable salary and

remuneration in kind of all employees of the group, including executive directors, was taken into

account for its calculation.

Moreover, the gender wage gap without Executive Directors was 60% in 2025 (55% in 2024), and the

gap without Executive Directors and Managers was 28% in 2025 (26% in 2024).

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It should be noted that the gender wage gap within each of the categories of employees is within the

ranges of reasonableness envisaged by Royal Decree 901/2020, of 13 October, which regulates

equality plans.

To improve the gender wage gap, MERLIN follows the Equality Plan Measures.

All the measures envisaged in the Equality Plan are outlined in section 5.6 on Diversity and Equal

Opportunities.

Some results that have contributed to improving the gender gap are discussed below.

In the area of Selection and Recruitment

MERLIN seeks out the best individuals to add differential value through their work, which contributes

to the Group’s success, providing them with stable, high-quality employment.

In 2025, MERLIN hired a total of 55 new professionals to the staff, which represents a

recruitment rate of 19%.

Recruitment of women represents 50.9% of total recruitment.

Recruitment of women has decreased by (7)% from the previous year. In 2024, 30 women were

hired, while in 2025, 28 women joined the Company.

Category	Age range	Men	Women	Total
Directors	<30 years old	-	-	-
	30-50 years old	-	-	-
	>50 years old	-	-	-
Middle management	<30 years old	1	-	1
	30-50 years old	3	2	5
	>50 years old	2	-	2
Other professionals	<30 years old	8	20	28
	30-50 years old	11	5	16
	>50 years old	2	1	3
Total		27	28	55

In the area of Professional Promotion:

MERLIN is committed to internal mobility and talent retention. In 2025, 11 employees changed job

positions. 7 of these changes involved promotions by changing functions and departments, and 43%

of these were women.

In the area of Training:

The average number of training hours for women is 35 hours and the average number of training

hours for men is 17 hours.

In the area of networking:

In 2025, MERLIN upgraded its sponsorship status in the Women in Real Estate (WIRES) association.

WIRES offers women networking and learning opportunities to promote the advancement of women

in the real estate sector. This is evidence of MERLIN's commitment to the empowerment of women

in the sector.

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In 2024, MERLIN financed the annual membership fees for WIRES for 5 of its female employees. In

2025, MERLIN increased its funding of fees to 6 more women. It already has 11 women members of

the association.

5.2.2 Remuneration of non-executive directors

Average remuneration of non-executive directors, including attendance fees and any other

compensation broken down by gender (no variable remuneration or termination benefits).

Average remuneration of non-executive directors by gender (€k)	2024	2025
Men	170	181
Women	174	169

119

5.3 Organisation of work

5.3.1Organisation of work

MERLIN uses the collective bargaining agreement to determine the length of the annual working

time, which is 1,765 hours for full-time employees. The Company’s working hours are from 9am to

2pm and from 4pm to 7pm from Monday to Friday. Employees have 23 working days of holiday leave

and the Company adds extra days onto public holidays to comply with the total number of hours

established in the collective agreement.

At MERLIN, all employees who meet the conditions set out in the Workers’ Statute (Estatuto de los

Trabajadores) are eligible for reduced or adapted working hours. There are currently 7 employees

with reduced working hours, 6 women and 1 man.

5.3.2Total hours of absenteeism

Over the course of 2025, 47 employees took ordinary sick leave. Compared with the previous year,

the number of cases of sick leave decreased from 54 to 47, but the duration increased, with the

average rising, in 2024 being 24 days and an average of 27 days in 2025. The duration of sick leave for

women is longer than for men, 36 days compared with 18 days.

In 2025, there were 4 work-related accidents, 2 of which were on the way to or from work.

2025	Working days			Number of cases
Type of absenteeism	Men	Women	Total days	Men	Women	Total cases
Occupational accident	17	36	53	1	3	4
Non-occupational accident	28		28	2		2
Common illness	368	924	1,292	21	26	47
Parental leave	188	306	494	5	5	10
Overall total	601	1,266	1,867	29	34	63
2024	Working days			Number of cases
Type of absenteeism	Men	Women	Total days	Men	Women	Total cases
Occupational accident	124	67	191	1	2	3
Non-occupational accident	25	25	50	1	1	2
Common illness	355	914	1,269	16	38	54
Parental leave	105	335	440	2	6	8
Overall total	609	1,341	1,950	20	47	67

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Absenteeism rates:

Absenteeism rate	Men	Women	Total
2025	1.5%	3.5%	2.5%
2024	1.6%	3.9%	2.7%

The absenteeism rate is expressed as the ratio of days on which employees are absent on medical or

parental leave to scheduled working days.

In 2025, the total hours of absence were 14,936; in 2024 it was 15,600. Absence hours are estimated

by multiplying the number of working days of absence by an average of 8 hours per day.

5.3.3Work-life balance measures

Among the Group's existing measures aimed at facilitating work-life balance, the following stand out:

• Holidays: In addition to the holidays established in the collective bargaining agreement,

MERLIN gives extra days off that coincide with public holidays during the school calendar,

thus helping with work-life balance. In addition, MERLIN provides flexibility so that

employees can take their holiday leave without having to take their holidays at a specific

time of year.

• Flexible working hours: MERLIN gives its employees flexibility regarding when they arrive at

work and when they leave to help with work-life balance. Remote working is not established

as standard practice but MERLIN has the necessary resources to enable its employees to

work remotely if necessary.

• Reduced working hours: In the Work-Life Balance and Digital Disconnection Handbook,

MERLIN encourages both parents, regardless of gender, to apply for reduced working hours

to care for a child under 12 years of age.

• Compensation: MERLIN compensates 100% of the salary of all employees who apply for

parental, sick or accident leave, irrespective of gender. In 2025, it represented a cost overrun

of EUR 82,225. All MERLIN employees have access to childcare vouchers through the Flexible

Remuneration Plan.

• Events: MERLIN organises activities for employees' children. In 2025, 2 children's activities

were carried out: "Delivery of letters to the Three Wise Men" and "Dinosaurs", an interactive

activity with dinosaur models in one of its shopping centres.

• Organisation of work: MERLIN ensures that work meetings are always held during the

working hours of all employees who are required to attend the meeting. If training is

provided when an employee is on sick leave or parental leave, this training will be repeated

so that the employee is not at a disadvantage as a result of having been absent.

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5.3.4 Implementation of work disconnection policies

MERLIN instructs all employees not to send emails outside working hours as far as possible. In the

Work-Life Balance and Digital Disconnection Handbook that all professionals receive on joining the

company, to which they have access via the corporate intranet at any time during their employment

relationship. In this chapter, MERLIN emphasises the importance of having rest periods for the

physical and mental well-being of all employees and co-workers, and creates a set of guidelines and

criteria to help employees ensure good email habits.

In 2025, a training activity on Digital Disconnection was carried out with participation of 18.30% of

the staff.

5.4 Safety, health and well-being of employees

MERLIN seeks to ensure the well-being of its employees by creating healthy work environments that

maximise their well-being through design, the ventilation and air conditioning equipment used, light

output, and ergonomics, among others, meeting needs in terms of thermal, visual and acoustic

comfort, and air quality inside the spaces.

In 2025, MERLIN installed soundproof booths at its headquarters for telephone calls or small

meetings, while respecting the acoustic working environment of the office.

MERLIN has an external Occupational Risk Prevention Service that inspects the offices where

employees work on an annual basis to assess the risks and the adequacy of the facilities in terms of

safety and occupational risk prevention. All offices have been assessed this year and all

recommendations of the Occupational Risk Prevention Service have been implemented to improve

the health and safety of employees at work. MERLIN offers its employees an annual medical check-up

and flu vaccination as part of its social benefits.

As part of the Onboarding Process, all employees are trained in Occupational Risk Prevention and

receive information on the risks of their jobs and the main mitigation measures.

In addition, emergency drills are conducted every year and the headquarters are evacuated.

Employees who are part of the Emergency Brigade are in charge of helping other employees to

comply with the Occupational Risk Prevention Plan and to evacuate the building in a timely manner.

The central offices drill was conducted on 24 October 2025 without incident.

As part of their remuneration in kind, MERLIN provides its employees with high-cover health

insurance that is 80% reimbursed. This health insurance is both for employees and their direct family

(spouse and children). All employees, without differentiation between professional categories, have

the same health insurance with the same coverage. MERLIN organises a training session once a year

to raise awareness of company health insurance so that employees and their families can get the

most out of their health insurance. This session also analyses the coverage and new features that the

insurance company presents each year.

In addition, MERLIN implements other health and wellness measures for all employees with regard to

nutrition and physical well-being, such as providing fruit in the workspaces, or the possibility of

access to physiotherapy services at the corporate offices.

The Company communicates with employees regularly on healthy lifestyles, promoting physical

activity, a balanced diet and digital disconnection, among other things.

The accident rates were as follows:

³⁹ Frequency rate: Frequency of accidents in relation to the total time worked by employees during the reported period.

⁴⁰ Severity rate: Number of days not worked due to accidents occurring during working hours, per thousand hours worked.

⁴¹ TLW: Total lost workdays - impact of occupational diseases and accidents, reflected in the days off of affected workers.

⁴² TOD: Total occupational diseases - frequency in relation to the total time worked by all employees during the reported

period.

⁴³ TA: Total absenteeism - a measure of actual days lost by an absent employee, expressed as a percentage of total

scheduled working days for employees during the same period.

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	2024			2025
Accidents Rates	Men	Women	Total	Men	Women	Total
Number of occupational accidents with sick leave	1	2	3	1	3	4
Lost time injury frequency rate (LTIFR) 39	-	-	-	1%	2%	1%
Severity rate 40	-	-	-	6%	15%	10%
Lost workdays (TLW) 41	124	67	191	17	36	53
Occupational diseases (TOD) 42	-	-	-	-	-	-
Absenteeism (TA) 43	2%	4%	3%	0.04%	0.10%	0.07%
Number of deaths due to occupational accidents or diseases	-	-	-	-	-	-
Number of occupational diseases	-	-	-	-	-	-

5.5 Labour relations

5.5.1Organisation of social dialogue

MERLIN has several public documents such as the Code of Conduct, the Whistleblower Channel, the

Equality Plan and the Protocol against Sexual Harassment. All these codes and procedures ensure

that social dialogue is guaranteed, channelled and of the highest quality standards.

In addition, MERLIN is an organisation with a small number of employees, meaning that social

dialogue is direct, simple and effective. Management is available to all employees without having to

go through a chain of command. Their mobile phones and email addresses are made available to all

employees and conflict resolution is streamlined.

MERLIN opts for in-person work at the office, which is the Company’s main form of work

organisation, as it promotes communication, collaboration and a sense of belonging.

MERLIN carries out an employee satisfaction survey every two years. The employee satisfaction

survey was conducted in 2025. In 2025, the employee satisfaction survey was conducted with a score

of 3.61 out of 5.

The highest scoring questions were:

• How confident do you feel about asking your colleagues questions or raising concerns?

• How qualified do you feel for your current job?

• How willing are team members to work until a task is successfully completed?

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The lowest scoring questions were:

• How flexible are your working hours?

• How satisfied are you with the temperature in your workplace?

• Do you feel stressed in your day-to-day work?

The surveys are conducted based on best practices, asking questions focused on sense of purpose,

feelings of happiness and level of stress at work.

In terms of communication channels, the Human Capital Area sends communications to the entire

organisation through emails, and surveys are also conducted on different social actions to be able to

carry out these actions depending on how well they are received by the organisation’s employees.

Employees have access via the Intranet and the Employee Portal to different information, such as

social benefits, open recruitment processes, CSR actions, news, events and corporate

documentation.

A total of 58 internal news items were published on the corporate Intranet in 2025.

• 5 on training actions. In this news, employees are offered the possibility to sign up for

different training courses.

• 11 on hiring of new employees. Through these news items, all employees are notified of the

hiring of new colleagues in the team, with a brief description of the people joining and the

department they will be joining.

• 8 on volunteering and corporate social responsibility actions. These news items serve to

inform employees about the different volunteering or corporate social responsibility actions

organised by the company so that they can participate in them.

• 8 on social benefits and discounts for employees. Through these publications, the company

informs employees about its current social benefits as well as new benefits and discounts.

• 3 on events for all audiences that take place in shopping centres. These newsletters inform

employees about the activities carried out in the shopping centres owned by MERLIN, to

bring employees closer to our real estate assets.

• 23 on events, corporate activities and other employee news. These include events for the

children of employees, sports races, Christmas parties, etc.

5 .5.2Balance of collective bargaining agreements

As with last year, all employees in Spain are subject to a collective bargaining agreement, and their

salary set out in this collective agreement is higher than that of their peers. None of the employees in

Portugal are subject to collective bargaining agreements. Portuguese labour law applies to

employees in Portugal.

MERLIN compensates all of the remuneration of employees on medical or parental leave so that the

employee does not receive lower pay for being on sick or parental leave. If an employee is on sick,

accident or birth leave, they will therefore receive the same pay as if they were working.

5.5.3Mechanisms to promote employee involvement in management

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MERLIN uses different tools to promote employee involvement:

• The satisfaction survey

MERLIN conducts a biannual Satisfaction Survey of all employees. Through this survey MERLIN is able

to identify areas for improvement and undertake necessary actions.

In both 2023 and 2025, the most highly rated questions were on the working environment, employee

camaraderie and training. The lowest rated questions were about temperature in the workplace,

flexible working hours and work-related stress.

In 2024 and 2025, the provider of the company health insurance, a social benefit that all employees

receive, gave a presentation on the cover and new features of the health insurance, placing special

emphasis on prevention and psychological support. In this regard, the mobile application with guides

and tips on how to take care of emotional well-being was shown. In addition, the possibility of having

20 sessions of clinical psychology and up to 40 sessions in case of work-related stress was reported. A

phone line was also made available to all employees to speak to a psychologist without a medical

prescription up to 6 times a year in 30-minute sessions.

• The Corporate Intranet, the Employee Portal and the Training Platform

In 2023, MERLIN launched its corporate Intranet. Through the Intranet, employees can access

internal news, on which they can leave comments and interact. They can also access the corporate

directory, information on the company's corporate social responsibility, information on social

benefits and open recruitment processes, training, all group policies, manuals and procedures, and

everything related to corporate branding. The Intranet has been equipped with images and videos to

make it easy, intuitive and enjoyable to navigate.

In 2024 and 2025, the Intranet was further developed. The onboarding process is carried out for all

new recruits, including audiovisual material with corporate videos and videos of different area

managers of flexible office spaces explaining their business area to new recruits. In addition, the Job

Offers area has been developed, so that all employees can see which selection processes are open

and can recommend candidates or position themselves.

The Employee Portal is a website and an app to which all employees have access. This is a

communication channel used for administrative purposes. Employees can consult their pay slips,

request holidays and download employment documents.

The MERLIN Campus corporate training platform was inaugurated in 2025. Through this platform,

employees can submit specific training requests and take the training they are most interested in by

selecting from an extensive catalogue of open courses.

• Dialogue and participation in CSR activities

Through the Intranet, surveys and direct and face-to-face dialogue, MERLIN is able to detect the

different interests of employees to undertake actions of social interest such as the Companies Race,

visits to company assets or the No School Day.

MERLIN encourages dialogue and employee participation in the company's decision-making process.

For example, through the Donations and Sponsorship Protocol, the Company allocates part of the

funds earmarked for donations to those foundations that employees are directly involved with, thus

taking into consideration the employees’ favourite foundations to collaborate with them.

In 2025, 41 employees participated in various volunteer projects for a total of 76 hours.

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5.5.4Employees with disabilities

MERLIN is committed to including and integrating people with disabilities into its workforce.

As mentioned throughout the document, MERLIN guarantees ease of accessibility to its assets and

backs this commitment up by obtaining AIS certification.

In this context, the Company currently has a total of 6 disabled employees on its staff, all of whom

have permanent contracts — 4 of them part-time and 2 full-time —, representing 2.0% of MERLIN’s

workforce. These staff members are fully integrated and perform necessary and valued functions at

the Company. The Company complies with current law in this area (Spanish General Disability Act

(Ley General de la Discapacidad) through direct hiring.

Professional category	2024	2025
Middle management	1	1
Other professionals	5	5
Total	6	6

5.6 Diversity and equal opportunities

MERLIN promotes equal opportunities, especially in access to employment, training, promotion and

working conditions. As stated in its Code of Conduct and its Protocol against Sexual Harassment,

MERLIN rejects any and all discrimination in the workplace on the basis of race, colour, nationality,

social origin, age, gender, marital status, sexual orientation, ideology, political opinions, religion or

any other personal, physical or social condition of an individual. The Group provides professionals

with a whistle-blowing channel to report any discriminatory conduct or harassment in the workplace.

In terms of gender equality, in 2021 MERLIN worked on its Equality Plan in compliance with Royal

Decree Law 6/2019. The Equality Plan was finally approved after a process of analysing the Group’s

situation in terms of equality and the negotiation and drafting of the Plan by the Negotiating

Committee, and came into force on 18 January 2022, with its validity extended for a period of four

years, until 17 January 2026. The Equality Plan was registered by the Directorate General for

Employment on 18 August 2022.

The Equality Plan applies to all MERLIN Properties employees and lays down the guiding principles of

the Group’s conduct in this area, along with a series of objectives and metrics, some of which include

addressing the under-representation of women throughout the organisational structure, promoting

women’s participation in training activities to enhance leadership and compensation by MERLIN for

sick leave and parental leave. MERLIN is also committed to promoting equal parental leave for both

parents.

Objectives of the Equality Plan:

In the area of Selection and Recruitment:

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– Review the selection criteria and avoid the generalisation of criteria that could be an

additional obstacle for women, such as availability to travel, requiring it only for positions

where it is necessary, but not in general.

– Review of all documents related to the selection and recruitment procedure (applications,

forms, website, job offers, etc.) to ensure that they contain inclusive and non-sexist language

in content and images.

– Adopt positive action measures for recruitment, so that, under equal conditions, merits,

suitability and capacity, the candidate from the least represented group in the corresponding

group or category is recruited.

In the area of Training:

– Implement a register of workers' requests for training, disaggregated by sex, detailing those

granted and those rejected.

– Promote the participation of women in training actions that foster their leadership or their

insertion in male-dominated areas of work.

In the area of Professional Promotion:

– Provide up-to-date information on internal vacancies, with the necessary requirements and

competences, using means and channels that ensure that the information is available to the

whole workforce.

– Have statistical information, disaggregated by sex and professional groups, on promotion

processes (number of candidates) and their outcome (number of people promoted).

– Analyse the interconnection between training and promotion to check whether the

promoted individuals have actively participated in the training courses offered by the

Company, and if so, in which ones.

– Implement specific training on equality for the people in charge of HR in the Company and

for managers who have decision-making powers in the recruitment and promotion

processes.

In the area of co-responsible exercise of the rights of personal, family and work life:

– Ensure that, when an individual returns from long-term sick leave, parental leave, etc., the

Company provides training in any new procedures that may have been implemented during

their absence.

– Disseminate the existing work-life balance measures in the company among the workforce,

whether they are established in statutes, collective bargaining agreements or company

policies.

– Continue to supplement the benefit received by workers during leave due to childbirth,

adoption, foster care, common illness or occupational accident up to 100% of their fixed

salary.

In the area of prevention of sexual and gender-based harassment:

– Implement the anti-sexual and/or gender-based harassment protocol, including specific

processing of complaints and guaranteeing privacy, confidentiality and dignity.

– Establish measures to disseminate the anti-sexual and/or gender-based harassment protocol

and awareness campaigns against such harassment.

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In the area of under-representation of women:

– Adopt positive action measures so that, under equal conditions, merits, suitability and

capacity, women are recruited until the under-representation of women in some positions is

reduced.

– Adopt positive action measures so that, under equal conditions, merits, suitability and ability,

women have access to vacancies in positions where they are under-represented, including

management and leadership positions.

In the area of professional classification:

– Maintain an updated job catalogue and job evaluation in relation to functions, responsibility,

dependants, professional relations, problem-solving skills, etc.

– Have statistical information, disaggregated by sex and professional groups, on the presence

of women and men in the different jobs, sections/areas and professional groups.

In the area of working conditions:

– Promote the use of technological means that facilitate flexibility and avoid travel and

business trips (video-conferencing and others).

In the area of remuneration:

– Maintain the remuneration register, disaggregated by gender, up to date throughout the

term of the equality plan.

– Reduce at Level 5 of the Pay Audit the difference in annual fixed salary between men and

women.

The Group also supports all types of diversity beyond gender among the workforce.

MERLIN employees professionals of different nationalities but is equally commitment to local

employment. In 2025, 90% of the workforce was Spanish, 7% Portuguese and 3% other European or

South American nationalities.

MERLIN has 6 employees with different abilities (2.03%), which exceeds the legal requirement of 2%.

These employees have indefinite contracts and perform functions which are necessary and valuable

to the Group. In 2026, MERLIN will increase its % of employees with disabilities through direct hiring.

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6. Management of stakeholders

6.1 Stakeholder management model

Transparency with stakeholders

MERLIN considers it a priority to provide complete, accurate and truthful information on the Group’s

performance and activities, and to maintain sufficient relationship channels with its stakeholders, by

actively communicating with them and responding to their main demands and expectations.

The Company’s relationship with stakeholders is regulated in the Stakeholder Relations Policy. One of

the key principles of the policy is the transparency of the information shared with stakeholders,

which must be complete, correct and truthful. In keeping with this principle and with the

recommendations of the CNMV’s Good Governance Code published in June 2020, aside from this

policy MERLIN also has a general financial, non-financial and corporate reporting policy that serves as

a framework for preparing and monitoring the financial, non-financial and corporate information

shared with stakeholders.

This policy is also intended to guide the Group in prioritising and integrating the various stakeholders

in the decision-making process by encouraging their participation.

As a result of this prioritisation exercise, MERLIN has identified investors, employees, tenants, end

users and the communities surrounding our assets as our main stakeholders. Other stakeholders

have also been identified, such as regulatory bodies, government agencies, analysts, suppliers and

the media, with which the Group has an occasional or regular relationship.

To ensure a consistent and smooth relationship with stakeholders, MERLIN provides them with

various communication channels, some general, some specific but always based on the relevance of

each stakeholder, and they are managed by the Investor Relations Department and the Marketing

Department.

The various communication channels most notably include the different corporate reports and

presentations published periodically by the Group with information on its activities and performance,

and the General Shareholders Meeting, which in 2025 was held in person with the option of

attending online. During the year MERLIN continued to have a presence at 34 of the sector’s most

important events and conferences, held meetings with more than 605 investors, held 32 asset visits

to assets with those investors who requested them.

The table below shows the main stakeholder relations channels, and the concerns and expectations

they convey to MERLIN through these channels:

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⁴⁴ European comparables include Inmobiliaria Colonial, Gecina, Unibail-Rodamco, Segro and British Land.

⁴⁵ Including related persons.

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6.1.1 Shareholder return

In 2025, MERLIN had relatively positive performance within the REIT sector, with its share price rising

by 22.20% in the period, and compared with the sector the stock market performance has been very

good (EPRA Index -6.5% and European comparables 44 12.1%). The Company achieved a cash flow per

share (FFO per share) of EUR 0.58 per share and an EPRA NTA of EUR 15.36.

In addition, a total of EUR 236 million or EUR 0.42 per share was distributed to shareholders during

the year. Total shareholder return measured as the change in EPRA NTA per share and the dividends

per share paid out during the year was 10.23%, as shown in the table below. Alignment with

shareholders is reflected in the percentage of staff who are shareholders of the Company (1%) and

the 2% of shares held by management 45.

Shareholder return	Per share (€)	Millions of €os
EPRA NTA 31/12/2024	14.32	8,071
NTA growth in  2025	1.04	589
EPRA NTA 31/12/2025	15.36	8,660
Dividend per share (DPS)	0.42	236
NTA growth + DPS (shareholder return)	15.78	8,896
Shareholder rate of return	10.2%	10.2%

6.1.2 Treasury shares

At 31 December 2025, the Parent held treasury shares amounting to EUR 10,033 thousand. The

changes in 2025 were as follows:

Treasury shares	Number of Shares	Thousands of €
			Balance as of 1 January 2024	1,536,184	32,305
Additions	29,471	122
Disposals	(113,950)	(15,261)
Balance as of 31 December 2024	1,314,645	17,166
Additions	14,052	171
Disposals	(417,456)	4,588
Balance as of 31 December 2025	911,241	10,033

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At the General Meeting held on 30 April 2024, the authorisation granted to the Board, with powers

of substitution, to increase the share capital in accordance with sections 297(1)(b) and 506 of the

Consolidated Text of the Corporate Enterprises Act, by means of monetary contributions and with

the power to exclude pre-emption rights, up to a maximum nominal amount equal to one half (50%)

of the share capital at the time of this authorisation, or ten per cent (10%) of the share capital at the

time of this authorisation in the event that the increase excludes the shareholders' pre-emption

rights, was renewed for a maximum period of five years.

The retirement of treasury shares amounting to EUR 4,588 thousand (average cost of EUR 11 per

share) partly corresponds to the payment of EUR 1,223 thousand to employees under the flexible

remuneration plan.

The Group has a liquidity agreement for securities listed on the Lisbon Stock Exchange (Euronext

Lisbon), having made net sales of 15,265 shares, totalling EUR 167,874 thousand, in 2025.

At 31 December 2025, the Parent held treasury shares representing 0.162% of its share capital.

6.1.3 Stock market performance

On 31 December 2025, MERLIN shares closed at a price of EUR 12.43€, representing a 22.20% rise in

their price compared to the closing price on 31 December 2024 (EUR 10.16).

6.1.4 Dividends policy

The Company’s dividend policy takes into account sustainable levels of distribution and reflects the

Company’s expectation of obtaining recurring profits. The Group does not intend to create reserves

that cannot be distributed to shareholders, except as required by law.

Under the REIT regime, after complying with any relevant requirement of the Corporate Enterprises

Act, the Parent will be required to pass resolutions to distribute the profit obtained in the year to

shareholders in the form of dividends and this distribution must be approved within six months of

the end of each year, as follows: (i) at least 50% of the profit from the transfer of properties and

shares or equity interests in qualified subsidiaries, provided that the remaining profit is reinvested in

other real estate assets within no more than three years of the date of the transfer, otherwise, 100%

of the profit must be distributed as dividends after such period has elapsed; (ii) 100% of the profit

obtained from receiving the dividends paid by qualified subsidiaries; (iii) at least 80% of the

remaining profit obtained.

If the resolution to distribute dividends is not passed within the legally established period, the Parent

will lose its REIT status for the financial year to which the dividends refer.

The Company’s dividend policy establishes a distribution of 80% of the AFFO (“Adjusted FFO”),

understood as the cash flow from operations less interest paid and ordinary maintenance expenses

and capex for the assets.

On 30 April 2025, the General Meeting of Shareholders approved the distribution of a supplementary

dividend from the profit for 2024 in the amount of EUR 123,819 thousand euros (EUR 0.22 per

share). In addition, on 13 November 2025, the Company’s Board approved the distribution of an

interim dividend of EUR 112,563 thousand (EUR 0.20 per share) from the profit for 2025.

⁴⁶ See all the information on the average payment period required under Final Provision Two of Law 31/2014 in Note 13 of

the Consolidated Financial Statements.

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6.2 Supply chain

Sourcing local products and services

By sourcing products and services locally, MERLIN has a positive impact on the communities where

its assets are located.

In 2025 payments to suppliers of products and services totalled EUR 131 million, with an average

period of payment to suppliers of 45 days 46,in line with that established by law on measures to

combat late payment in commercial transactions (Law 15/2010 of July 5).

When hiring suppliers, MERLIN prioritises local suppliers that meet the Group’s social and

environmental standards. For developments and the refurbishments of its assets in particular, in

keeping with the sustainable construction standards in which the Group is certified, MERLIN

purchases local raw materials and works with local contractors, which is an added benefit for the

local economy. In addition, MERLIN’s contracts with suppliers and lessees include clauses referencing

both MERLIN’s compliance policies and its Code of Conduct.

In accordance with the Procurement Procedure, the sustainability factors are an additional

component to those currently in place to assess each of the CAPEX and OPEX tenders based on

environmental, social and governance criteria.

Since 2023, MERLIN amended the Procurement Procedure to require suppliers to answer an ESG

questionnaire on environmental, social and governance issues for all tenders over EUR 150,000.

Therefore, in 2025, MERLIN requested information from all its suppliers in tenders for

improvement and refurbishment of assets (CapEx) in excess of EUR 150,000, covering information

and details on environmental, social and regulatory compliance matters, including aspects regarding

human rights compliance (policies, demands, etc.) for each third party assessed.

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6.3 Maximising the well-being of users of the assets

The Group views these spaces as an opportunity to offer high quality, value-added service to provide

the tenants and users of the assets with the best possible experience. MERLIN has therefore set up

the following framework for collaborating with tenants and user that consists of four basic pillars:

⁴⁷ Surveys conducted on all assets (single-tenant, multi-tenant and shopping centres). The overall score is calculated in

terms of the Average Quality Index (AQI) taken from the surveys.

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2025 MILESTONES

FUTURE OBJECTIVES

• Win the City of Madrid’s "Sustainable Mobility Promotion" award for the A1 Bus Lane. • Connect new assets to the Building Management System (BMS) for the entire property portfolio. • Connect new assets to the CRA, MERLIN's alarm registration centre. • Progress on Wired score. 20 certified assets. • Increase in the number of assets with clean air purification technology, to 61 assets. 40 assets have indoor air quality probes. • Cumulative installation of 1,938 electric vehicle charging points. • Extension of the MERLIN Hub app (2,056 new users).

• Increase the number of assets with air purification technology. • Participation in the agreement between the City Council and GMP for an entry and exit lane to the A1 service road in the Aquamarina area. • Increase the assets connected to the BMS (Building Management System) for the entire property portfolio. • Increase the assets connected to the CRA, MERLIN's alarm reception centre. • AIS Accessibility Certification in refurbishments and new developments.

KEY INDICATORS FOR THE YEAR
	DATA 2025	Change 2024-2025
Level of satisfaction 47	2.99/4	-0.04
Asset occupancy	95.6%	-116 bps
Assets with accessibility certifications	73	0 assets

MERLIN’s distinguishing features in its relationship with tenants

MERLIN works to build relationships of trust with tenants and strives for the highest level of

satisfaction by fostering active communication based on dialogue and teamwork.

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2.99 out of 4 overall score in satisfaction surveys	Working together MERLIN is committed to the active involvement of asset users in optimising their performance and making the most of the assets’ services and functionalities to keep them completely satisfied
100% of assets have tenant relations channels	Constant communication MERLIN encourages active communications with tenants through the various channels available to them so as to identify possible concerns and needs, solve problems and hear their suggestions for maximising their experience
73 assets with AIS certification including 13 with the highest rating	Commitment to accessibility MERLIN guarantees ease of accessibility to its assets and backs this commitment up by obtaining AIS certification

Well-being of tenants and users of the assets

Maximising the well-being of its tenants and users of the assets is one of the basic pillars of MERLIN’s

management. Among other things, well-being includes indoor air quality, lighting, connectivity and

complementary services available to users.

MERLIN is committed to ventilation as a key element of indoor air quality. This is achieved by

installing filters, renovating equipment and using thermal insulation in buildings to prevent harmful

substances from the outside getting in. In terms of lighting quality, the Group prioritises natural light

and the installation of LED lighting to avoid glare and provide adequate illumination of the space.

Along these lines, MERLIN has air filtration and purification systems installed in its office assets, with

the aim of improving users’ health and the sustainability of the assets.

These solutions use filtration and ventilation to reduce suspended particles, biological agents

(viruses, bacteria and fungi), volatile organic compounds (VOCs) and chemical pollutants, thus

reducing the incidence of cyclical diseases and improving the users’ working experience in offices.

The environmental solutions installed generate energy savings in the buildings’ air conditioning

systems, since the filters used have lower air resistance than traditional filters and have longer useful

lives, which also cuts down on waste.

As part of its commitment to improving the digital infrastructure of its buildings, MERLIN has

continued to certify office assets with the Wired Score seal. This is an online connectivity standard

that guarantees the fastest upload and download speeds at all offices, including common areas and

outdoor spaces, and provides the assets with the necessary infrastructure to adapt to future

technological advances.

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MERLIN also provides the users of its asset with a series of complementary services, essentially

related to mobility, to enhance the user experience, such as the MERLIN Hub, for which

approximately EUR 1,934 thousands were earmarked in 2025.

Sustainable mobility

The mobility of the users of its assets is a key aspect for MERLIN. Accordingly, the Group prioritises

assets that are strategically located with good public transport options, especially for the office

portfolio, which enhances users’ quality of life.

MERLIN also developed other initiatives at its office assets, such as providing shuttle services,

promoting carsharing and carpooling services, and the use of electric bicycles to travel from public

transport stations to the offices. MERLIN also promotes the installation of electric vehicle charging

points at the assets in its strategic portfolios (offices, logistics and shopping centres), with 1,938

charging points currently installed.

Through these initiatives, MERLIN promotes and encourages users of the MERLIN Hub community to

opt for alternative and sustainable forms of transport through specific mobility plans, thus

contributing to the decarbonisation of the cities where it operates.

Asset accessibility

In terms of accessibility, MERLIN considers it a priority to maximise the millions of people who can

access shopping centres each year, regardless of their abilities, so that they can enjoy their shopping

experience. Along these lines, the Group continues to increase the number of certified assets based

on the Accessibility Indicator System (AIS), which assesses the usability, comfort and safety

conditions of the building.

All of the assets in the shopping centre portfolio are AIS certified. These shopping centres are

constantly improving their accessibility performance, which in turn implies higher ratings obtained

within the framework of this certification. In 2025, it should be highlighted that 5 shopping centres

maintained the highest possible score awarded by AIS (five stars). MERLIN continues to add to the

number of certified office assets, with a total of 65 certified assets at year-end (1 asset less than in

2024, which has been sold).

Technology and innovation

MERLIN is committed to offering tenants and users comprehensive services of the highest quality

that go beyond pure asset management, incorporating the most innovative solutions into its assets

to enhance the user’s experience.

In line with this philosophy, MERLIN continues to focus on improving the quality of life of the users of

its assets. Thus, it has maintained the Mayordomo Smart Points, a system of smart lockers that allow

users to conveniently receive parcels and various services that help achieve a work-life balance. By

the end of 2025, 23 MERLIN assets had these points, the same number as in 2024.

MERLIN is also focused on LOOM flexible workspaces as a solution to the hybrid work model.

Sustainability, maximising efficiency

MERLIN is highly committed to the sustainability of its portfolios and maximises their efficiency in the

use of resources by benchmarking against international industry standards. The Group integrates

⁴⁸ A satisfied tenant is one with an Average Quality Index (AQI) higher than 2.5 out of 4.

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sustainability into its decision-making process, focusing on the well-being of its tenants and

improving its assets, with a carbon footprint that is as low as possible.

MERLIN offices also seek excellence in energy efficiency through LEED and BREEAM certifications.

Omnichannel in shopping centres

For shopping centres, MERLIN continues to be committed to omnichannel shopping and is therefore

expanding the Click&Collect points for online order pick-up. At the end of the year, this portfolio had

a total of 25 such points.

Community

MERLIN offers numerous opportunities to its users with the intent of promoting networking and

enriching each employee’s workday. There are many opportunities during the workday to connect

with other users, whether or not they are from your own company. A programme of events and

experiences has also been designed, such as solidarity stalls, sports activities, talks with experts on

current affairs.

Some of the initiatives carried out in 2025 include working with the Spanish Cancer Association

(AECC), an event at the Porto Pi shopping centre to support women plastic artists, and blood drives

organised by the Red Cross at the various asset locations. In addition, through the lighting of the

Torre Glòries, MERLIN pitches in to various types of social initiatives by illuminating its façade in

different colours, such as its collaboration with Pride Barcelona or with the Duchenne Syndrome

Foundation; and the Arenas shopping centre in Barcelona is also illuminated throughout the year to

raise awareness of issues such as autism, fibromyalgia, leukaemia, AIDS, diabetes and Alzheimer's

disease, among others.

Constantly listening to users

MERLIN believes it is essential to provide tenants and users with sufficient communication channels

to maintain active dialogue and generate a relationship of trust. This allows MERLIN to understand

their needs and expectations and to detect opportunities and possible areas for improvement in

asset management.

Among these channels, satisfaction surveys stand out. In 2025, surveys were sent to all tenants of

multi-tenant and single-tenant offices, shopping and logistics centres, with a total participation of

27%. The tenants rated specific aspects that influence their well-being such as the condition of

common areas, the management of information and MERLIN’s attention to possible incidents,

administrative management, treatment of staff and overall satisfaction with the service. The average

overall satisfaction rate according to the survey was 2.99 out of 4, which translates to 86% of

satisfied tenants. 48

Regarding the portfolio of logistics assets, since 2020 MERLIN has had a Facility Management service

integrated in all logistics assets that provides monitoring and advice to tenants on maintenance,

technical and legal matters. This initiative creates a framework for collaboration with tenants, which

makes it possible to do things like adapt response times to the seriousness of the incident reported

by the tenant. To streamline two-way communications, tenants can share information in real time on

a collaborative IT platform.

⁴⁹ Complaints relating to shopping centres are not reported, as they are not related to asset management.

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For the shopping centre portfolio, since 2023 MERLIN has enhanced communications with tenants at

all levels to build closer relationships. Along these lines, the Company has launched the LIFE! portal

at its centres. Besides serving as an online communication channel, it centralises management and

optimises the use of resources in a more efficient, interactive and paper free manner.

With the LIFE! portal, tenants have direct, smooth two-way communications with MERLIN’s shopping

centre management team. The tool also has a repository of documentation with relevant information

on each asset and two different marketing sections: the first one with promotions that are then

published in the app and on the shopping centre’s website; and the second one with promotions for

the employees of the operators of MERLIN’s shopping centres.

In relation to the offices, the CAU project has been developed, which makes it possible to manage

incidents or complaints from users of office assets and monitor the information for better follow-up.

MERLIN maintains a direct relationship with clients so that any type of incident is resolved and

managed through the Group’s managers located at the assets.

In 2025, an incident management system was completed in the Madrid, Barcelona and Lisbon office

assets, as well as in Loom, where the resolution and handling of incidents can be pooled. In addition,

the Group has complaint forms at its shopping centres and a portal on its intranet where tenants and

users can report any type of incident.

In 2025, 18 complaints were received in offices and logistics warehouses (3 more than in 2024) and

all 18 were satisfactorily resolved 49.

⁵⁰ In 2024, Renazca amounted to EUR 6.25 million, compared with EUR 1.66 million in 2025. There were also extraordinary

contributions due to the DANA in Valencia.

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6.4 Development and relationship with the environment

Generating positive impacts on the environment

2025 MILESTONES	FUTURE OBJECTIVES
• Completion of the remodelling of the area surrounding the office building located at Plaza Ruiz Picasso 11, improving accessibility to the zone. • Win the City of Madrid’s "Sustainable Mobility Promotion" award for the A1 Bus Lane.	• Participation in the agreement between the City Council and GMP for an entry and exit lane to the A1 service road in the Aquamarina area • Planting and improving vegetation in the Clara Campoamor gardens in Barcelona

KEY INDICATORS FOR THE YEAR
	DATA 2025	Change 2024-2025
Economic value distributed (€M)	574.4	10%
Purchases from suppliers (€M)	131.0	19%
Average period of payment to suppliers (days)	45	5%
Social or environmental complaints from communities (N.º)	0	0
Social contribution of the Group (B4SI Method) €M	3.0	-66% 50

6.4.1 Improving cities

MERLIN is firmly committed to and responsible for the physical and social environment in which it

operates, and seeks to have the best possible impact through different initiatives to improve the

cities in which its assets are located.

⁵¹ By GLA; including offices, shopping centres and logistics assets, excluding assets under development (WIP).

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Along these lines, all of the Group’s assets contribute to the development of the communities in

which they are located, for example, through sourcing local products and services. In addition, 29% 51

of the portfolio assets have specific development programmes, impact assessments and local

community participation, with the shopping centre portfolio having the most of these types of

programmes (95%), as it has the strongest links to local communities. Meanwhile, 46% of office

buildings and 6% of logistics warehouses have specific programmes.

MERLIN’s distinguishing features in its relationship with local communities

MERLIN maintains stable and lasting relationships with the local communities around its assets based

on the creation of positive impacts and two-way communications using different channels. This

enables the Group to identify their needs and expectations, which we try to satisfy through different

programmes and initiatives, offsetting any potential negative impacts arising from our activities.

MERLIN continues to work with local agents to enhance the value of public spaces around our assets,

reinforcing the social and economic value contributed by these assets.

EUR 2.98 M in MERLIN’s contribution to communities	Impact management and value creation MERLIN works to maximise the positive impacts of its activities and to minimise and, where applicable, offset the negative ones.
EUR 1.7 M earmarked in 2025 for the redevelopment of public spaces	Quality spaces MERLIN uses its own resources to renovate the public spaces around its assets, maximising the value of the contribution to the communities surrounding its assets.
More than 225,000 downloads of user relationship apps in shopping centres	Dialogue and transparency MERLIN establishes and maintains ongoing and smooth relations with the communities linked to its assets, continuously adding new channels to strengthen these relationships.

23% growth in followers on LinkedIn vs. 2024, reaching 50,000 followers X-Madrid, Spain’s shopping centre with the most followers on Instagram Impact on social media MERLIN has met the milestones and objectives set in terms of followers and engagement rate, following a strategy of quality versus quantity, having reached more people, who are more interested in its content and interact more.

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Job creation

MERLIN’s assets contribute to local employment both directly, through the hiring of personnel, and

indirectly through the companies that provide ancillary services such as maintenance, facility

management, security and cleaning. In addition, the economic environment surrounding the asset

also benefits from the creation of hospitality and retail services to meet the needs of the users of the

assets.

Initiatives for improving cities

Improvement of public spaces

The rehabilitation of public spaces surrounding its assets is a key part of MERLIN’s strategy of delivering value to local communities, including other assets in the area. In 2025, an amendment was signed to the agreement with the Madrid City Council to carry out the urban renovation and revitalisation project for the AZCA area. MERLIN has led the management of this amendment with the other asset owners and the City Council. The project to be worked on will address all the public spaces that serve all citizens; its intervention will be carried out simultaneously in publicly and privately owned areas to ensure the coordination of the action. Work is expected to start in the first quarter of 2027.

Enhancement of the local area

Through its refurbishment projects such as MERLIN Hub and Renazca, the Group acts as a driver for the revaluation of the areas surrounding its assets. In 2025, MERLIN was awarded the "Sustainable Mobility Promotion Award" for its development of the bus lane on Avenida de Burgos in Madrid. This bus lane, which operates from Avenida de San Luis to the intersection with the road from Fuencarral to Hortaleza, has significantly improved travel times by public transport, reducing peak travel times by 7% to 10%. The project has been recognised for its contribution to sustainable mobility and has received an award of EUR 20,000.

⁵² In accordance with the LBG/ONLBG framework, the multiplier effect is considered to be the additional resources that the

company manages to raise for an activity or project from third parties or entities.

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6.4.2 Social initiatives

MERLIN creates value for society by supporting various initiatives and activities that ultimately have a

positive impact on the development of the surrounding communities. This contribution is

approached from a dual perspective. On the one hand, at the corporate level and on the other hand,

at the level of its various assets.

– Contribution at the corporate level

At the corporate level, most of MERLIN’s contributions to the community are part of its CSR Plan,

under which MERLIN commits up to 0.1% of its gross annual revenue to social programmes or

projects. This financial contribution is divided into two parts: the first part is the Group’s direct cash

contribution, and the second part is MERLIN’s matching contribution, in which it doubles the cash

donations or volunteer hours of employees, executives and directors. It should be noted that MERLIN

does not make any political contributions.

In 2025, the Group donated a total of EUR 252,178 (248,280 in 2024) in direct contributions, with a

multiplier effect 52 of EUR 206,552 (246,449 in 2024) through the collaboration of 37 employees and

directors. Together, these contributions have supported 93 foundations.

In addition to the CSR Plan, in 2025, for the ninth year in a row, a total of 12 MERLIN employees

taught classes in the university degree programme titled “Intensification in Real Estate Planning and

Management” at the School of Quantity Surveyors of the Polytechnic University of Madrid. And once

again this year, the training included a talk by Ismael Clemente, the Group’s CEO. In all, MERLIN

professionals dedicated 159 hours to this activity. In addition, 5 of the Company's employees taught

on the Master's Degree in Real Estate Strategy and Business at the Universidad de Navarra, devoting

23 hours of teaching time. In addition, 2 MERLIN employees taught in the "MDI” Master's Degree

(Master in Management of Construction and Real Estate Companies) organised by the ADVANCED

TECHNICAL SCHOOL OF ARCHITECTURE of the Universidad Politécnica de Madrid. MERLIN

professionals dedicated 30 hours to this activity. Finally, an employee who is an expert in Data

Centres taught a subject at the UPM Real Estate Finance Bootcamp (16 hours of dedication)

As in past years, MERLIN donated the cash allowance to fund two academic scholarships awarded to

the top two students in this degree programme for a total of EUR 3,000.

It is worth noting, although not quantified as a financial contribution, that in 2025 MERLIN

collaborated with Comillas ONEXED on the design and promotion of the first Executive Programme in

Data Centre Management in Spain. It is a pioneering initiative in Europe that seeks to train

professionals with the technical, operational and strategic knowledge, aligned with the real demands

of the industry, to manage data centres in an efficient, innovative and sustainable way. This 200-hour

training course is attended by professionals from leading companies in the sector's entire value

chain: equipment manufacturers, facility management companies, suppliers and data centre owners.

– Contribution through assets

MERLIN also contributes to local development through its assets, supporting various initiatives and

activities in four key areas: training; social action; promotion of culture and local development; and

awareness-raising.

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Breakdown of local development programmes by type

Initiatives promoting social cohesion and inclusion

Training activities

Numerous training activities open to the community and activities aimed at LOOM users were held in the LOOM spaces in 2025 . These activities are especially focused on the personal and professional growth of the participants, such as painting classes, seminars on topics of interest such as "Brands with history", "Mobile photography workshop", "Understand your money and live better", "Influencer marketing management", etc. Meanwhile, in the shopping centres, a children's activity "Get into dance mode with Bluey" was held with the aim of promoting friendship, empathy, solidarity and teamwork. The event consisted of music and dance performances of the character "Bluey" and her companions, encouraging the children to participate with various games and songs.

Social action

MERLIN continues to collaborate with the Juan XXIII Roncalli Foundation to install, manage and maintain the urban vegetable gardens at MERLIN Hub, promoting the social and workplace inclusion of workers with intellectual disabilities. In 2025, these gardens yielded 0.42 tonnes of produce. 72% of the fruit and vegetable production was donated to the Food Bank to help 400 families, and the rest were distributed among the people who work there. Some 192 environmental awareness actions and activities with tenants were also held, such as Gardening Tips, continuing with two initiatives in 2025: the Micro Workshop Experiences and the Points Programme, following their success over several years. Various MERLIN shopping centres have solidarity stands in their common areas, which are occupied at various times throughout the year by non- profit organisations such as the Red Cross, UNICEF, Doctors without Borders, etc.

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Promoting culture and local development

In 2025, to cite some illustrative examples, in the La Vital shopping centre there was a programme of family shows on Saturday afternoons, with musical performances, concerts, storytelling, puppet shows, magic shows, street parades, mini discos, etc. The Porto Pi shopping centre hosted "Let's Art Fest!", a festival to showcase urban artists from Majorca and, at the same time, give visibility to social causes on the island. Each artist chose an association or social cause to which they wish to link their work, to raise awareness of its work. In addition, the FLECHA project has been ongoing for several years, which allows users of shopping centres such as Arturo Soria Plaza to visit an art exhibition with the works of top level and emerging artists at affordable prices, thus breaking the traditional barrier of art in galleries. Finally, the Group continued to showcase the work of young Spanish artists through the MERLIN Art Programme, which acquires and exhibits their work in its main assets, while providing tenants with a better experience.

Awareness raising activities

In 2025, MERLIN Hub carried out various social awareness events such as organising a children's drawing competition titled “Mobility for All” for European Mobility Week, or the numerous blood drive points set up throughout the year at its assets. In addition, MERLIN's shopping centres carry out numerous awareness-raising initiatives throughout the year, such as the collaboration with "Carrera Ponle Freno" (the Step on the Brakes Race) in the Saler shopping centre, to educate, prevent and raise awareness of traffic accidents.

6.4.3 Measuring the distribution of contributions to the MERLIN community

Contribution to the community

MERLIN measured its contribution to society by using the B4SI model (formerly the London

Benchmarking Group [LBG]), which is recognised internationally. This is the most prestigious standard

for measuring the investments made by companies in the form of social and environmental

initiatives. The B4SI recognises voluntary contributions to social or environmental protection

programmes and donations to non-profit organisations, not restricted to groups that are related to

the Group. All the initiatives are located in Spain and Portugal and are broken down as shown on the

following table.

⁵³ In 2024, there were extraordinary contributions due to the DANA in Valencia.

⁵⁴ In 2024, Renazca amounted to EUR 6.25 million, compared with EUR 1.66 million in 2025.

⁵⁵ Includes collaborative actions with associations in the shopping centre portfolio.

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By type of initiative	2024	2025
Social well-being	€381,680	€394,992
Education	€323,244	€282,370
Health	€40,593	€32,284
Art and culture	€636,459	€453,861
Humanitarian aid	€1,007,310	€2,350 53
Socioeconomic development	€6,258,836	€1,662,552 54
Environment	€810	€920
Employment and entrepreneurship	€0	—€
Diversity and strengthening of the family	€330	€4,790
Other 55	€120,170	€97,291
TOTAL	€8,771,796	€2,979,659

 

The contribution figures include both MERLIN's direct contributions, which represent 74.2% of the

total, and the contributions from MERLIN's customers through community charges passed on, 25.8%

of the total, mainly in shopping centres and urban gardens.

In terms of sponsorship, the Group continuously supports the initiatives of the associations with

which it collaborates, as in the case of La Vital, the annual blood drive of the Transfusion Centre of

the Valencian Community, coinciding with World Donor Day, which has been held for the last 15

years.

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– Contribution through assets

MERLIN also contributes to local development through its assets, supporting different initiatives and

activities in four key areas: training; social action; promotion of culture and local development; and

awareness-raising.

MERLIN also maintains relationships with associations of which it is a member, such as: The Spanish

Association of Offices, Spanish Association of Shopping Centres, European Public Real Estate

Association, Spanish Confederation of Business Organisations, Association of Real Estate Companies

with Rental Properties (ASIPA), GRI, Portuguese Association of Real Estate Developers and Investors,

Madrid Futuro Association and the Barcelona Global Association (see details in Table GRI 2-28).

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Contribution to the Sustainable Development Goals (SDGs)

Since its incorporation, MERLIN has integrated sustainability into its activities and decisions. For

MERLIN, the practical implementation of this commitment takes the form of striving to achieve the

Sustainable Development Goals of the 2030 Agenda adopted by the United Nations General

Assembly in 2015.

The SDGs that benefit most from MERLIN’s contributions, as identified in 2025 by the Company, are

discussed below.

		SDG 3 - Good health and well-being: MERLIN maximises the user experience by creating quality spaces that prioritise aspects such as air quality, lighting, and accessibility.
		SDG 4 - Quality education: MERLIN promotes training initiatives by using its assets to improve social cohesion and inclusion and by offering its employees ongoing professional development.
		SDG 5 - Gender equality: equal opportunities for men and women and non-discrimination are key aspects for MERLIN in the performance of its activities.
		SDG 7 - Affordable and clean energy: Through its assets, MERLIN contributes to the transition to low-carbon energy by making a commitment to renewable energy and energy efficiency.
		SDG 8 - Decent work and economic growth: through the refurbishment and operation of its assets, MERLIN generates quality employment by maximising the user experience and ensuring the best health and safety conditions.
		SDG 9 - Industry, innovation and infrastructure: MERLIN’s assets integrate the latest trends in innovation and digitalisation at both the building and user level.
		SDG 11 - Sustainable cities and communities: Through its assets, MERLIN has a positive impact on cities from both an environmental and social perspective.
		SDG 12 - Responsible consumption and production: MERLIN is committed to maximising the environmental performance of its assets in line with the market’s benchmark sustainable construction certifications.
		SDG 13 - Climate action: MERLIN is aware of its role the decarbonisation of the economy, and in 2021 MERLIN developed an emission reduction strategy (“Pathway to Net Zero”) that involves its entire value chain.
		SDG 15 - Life on land: MERLIN analyses and minimises the potential negative impacts on biodiversity throughout the life cycle of its assets, especially in new developments and refurbishments.
		SDG 17 - Partnerships for the goals: MERLIN builds and consolidates relationships with the public and private stakeholders with which it interacts, especially with the communities where it operates.

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7. Capital management

2025 MILESTONES	FUTURE OBJECTIVES
• In March 2025, a bilateral loan of €100 million was drawn down. • Issuance of a bond in September 2025 for an amount of €550 million with a 3.5% coupon. • Publication of Allocation and Impact reports as part of the Green Finance Programme, focusing on sustainability metrics.	• Maintenance of the credit rating at both S&P and Moody’s and of the stable outlook. • Payment of the bond at maturity in November 2026 in the amount of EUR 800 million.

KEY INDICATORS FOR THE YEAR
	2025	CHANGES 2025-2024
Share price (€)	12.43	+22.29%
Distributions to shareholders (€M)	236.4	+10.61%
Number of analysts covering the Group	26	+4.00%
Average daily trading volume (€M)	32.2 M€	+33.06%

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7.1 Tax information

7.1.1 Tax strategy

MERLIN contributes to supporting public finances through the payment and collection of taxes payable

to them.

MERLIN’s Board approved the Group’s tax strategy, the aim of which is to determine the fundamental

principles and pillars on which MERLIN’s fulfilment of its tax obligations is based.

Compliance with its tax obligations is governed by the following principles in its conduct regarding tax

matters:

• Fulfilment of tax obligations and payment of legally required taxes. In particular, MERLIN

will govern its conduct in accordance with that set out in the REIT regime that applies to it,

based on the case law and commentary established in relation to the regime.

• Adoption of actions in tax matters based on a reasonable interpretation of the law.

• Tax treatment and decision making with tax implications based on the business rationale

and reality of transactions and on the distribution of resources, risks and adding value.

• Not using structures that are contrived or that make no economic or business sense so as

to reduce the tax burden of the Group or its shareholders.

• Not operating in territories classified as tax havens for the main purpose of reducing the

tax burden of the Group or its shareholders.

• Maintaining a relationship with the tax authorities based on transparency, good faith,

cooperation, reciprocity and professionalism without prejudice to legitimate disputes that

may arise with the tax authorities in the defence of its interests or those of its

shareholders.

• Promoting, together with business associations, improvements in regulations and the

administrative procedures to boost companies’ competitiveness and employment.

Together with the above principles, MERLIN’s Board of Directors has the necessary internal and

external resources to comply with this tax strategy and the policies approved in implementing it.

This tax strategy is applied and monitored by the Tax Department, under the supervision of the

Group’s Corporate General Manager.

With regard to notification mechanisms, MERLIN channels any concerns regarding unethical or illegal

conduct and the organisation’s integrity in relation to taxation through the Whistleblower Channel

and the continuous availability of the Head of the Tax Department. In addition, content regarding tax

matters is verified through external audits and internal tax controls.

Compliance with the tax strategy is monitored and overseen by the Internal Audit Department,

which, in accordance with the general procedures established for its function, is configured as an

independent function of the Company.

The Audit and Control Committee therefore monitors the effectiveness of the internal control and

risk management system for these purposes, and also in accordance with the generally established

mechanisms.

7.1.2 Profits earned by country and income tax paid

⁵⁶ The valuation of assets in 2025 includes four additional Data Centres.

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MERLIN is committed to complying with its tax obligations as an additional way of contributing to the

development of the communities in which it operates in both Spain and Portugal. The Company’s

earnings as at 31 December 2025 were as follows:

• Income obtained

Income from leases to third parties (€M)	2024	2025
Spain	360.2	393.7
Portugal	58.1	62.0
TOTAL	418.3	455.7

Income from intra-group transactions with other tax jurisdictions (€M)	2024	2025
Spain	-	-
Portugal	26.8	36.1
TOTAL	26.8	36.1

• Profit before tax

Profit obtained before tax (€M)	2024	2025
Spain	225.2	660.3
Portugal	70.7	152.9
TOTAL	296.0	813.3 56

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• Tangible assets

Tangible assets other than cash and cash equivalents (€M)	2024	2025
Spain	9,586.5	9,928.2
Portugal	1,064.4	1,171.2
TOTAL	10,650.9	11,099.5

• Taxes

Taxes paid (€M)	2024	2025
Spain	141.9	127.2
Portugal	22.1	27.3
TOTAL	163.9	154.5

Corporation tax accrued (€M)	2024	2025
Spain	2.6	(2.9)
Portugal	9.6	30.0
TOTAL	12.2	27.1

7.1.3Total Tax Contribution

The Total Tax Contribution (TTC) measures the contribution made by a company or group of

companies to the various authorities.

As a general rule, both taxes paid and collected are charged to each fiscal year following a cash basis

approach.

ØTaxes paid are those taxes that have incurred an effective cost for companies, e.g. income

tax, social security contributions paid by the company, or certain environmental taxes.

ØTaxes collected are those that have been paid as a result of the company’s economic activity,

without entailing a cost for the companies other than that of their management, such as

employee tax withholdings.

Accordingly, the MERLIN Group’s total tax contribution, between Spain and Portugal in 2025,

amounted to EUR 154.5 million. Based on the nature of the tax and the country of residence of the

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companies, the following is a breakdown of the total tax contribution collected and paid by the

Group in 2025 following a cash basis approach:

Spain:

The total contribution in Spain amounted to EUR 127 million, taking into account direct and indirect

taxation. This amount is differentiated into tax paid and tax collected/withheld. The former are those

that entail a cost for the Group, while the latter are those that, without entailing a cost for the Group,

consist of a collection on behalf of third parties.

Amounts in millions of euros.
Taxes paid	2024	2025
Property tax	35.6	34.4
Tax on economic activities	4.9	4.9
Tax on buildings, installations and works	7.0	7.2
Company social security contributions	3.4	4.1
Duties	1.9	2.7
Urban property capital gains tax	0.7	0.3
Transfer tax and stamp duty	1.6	0.6
Corporate Tax	(7.9)	(10.0)
SUBTOTAL	47.2	44.1
Taxes collected/withheld	2024	2025
VAT/Canary Islands general indirect tax	59.0	44.0
Suppliers personal income tax/non-resident income tax	8.8	6.4
Employees personal income tax/non-resident income tax	10.2	13.3
Dividend personal income tax/non-resident income tax	16.0	18.5
Employee social security contributions	0.7	0.8
SUBTOTAL	94.7	83.1

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Portugal:

The total contribution in Portugal amounted to EUR 27.3 million.

Amounts in million of euros.
Taxes paid	2024	2025
Property tax	1.1	1.1
Company social security contributions	0.2	0.2
Transfer tax and stamp duty	-	7.4
Corporate Tax	4.9	3.5
Others	-	-
SUBTOTAL	6.3	12.3
Taxes collected/withheld	2024	2025
VAT/Canary Islands general indirect tax	10.7	10.2
Suppliers personal income tax/non-resident income tax	4.7	4.3
Employees personal income tax/non-resident income tax	0.3	0.3
Employee social security contributions	0.1	0.1
SUBTOTAL	15.8	15.0

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Impact of MERLIN’s total tax contribution in 2025

The purpose of this calculation is to measure the business asset represented by the MERLIN Group’s

tax contribution so that it is effectively incorporated into the reputational value given the value it

generates and contributes to society.

Therefore, the impact of the various taxes that entail an outflow of cash for the Group is detailed

below:

Amounts in million of euros.
Income tax	2024	2025
Corporation Tax	(3.0)	(6.6)
Suppliers personal income tax/non-resident income tax	13.5	10.7
Tax on economic activities	4.9	4.9
Urban property capital gains tax	0.7	0.3
SUBTOTAL	16.1	9.3
Taxes on shareholders	2024	2025
Dividend personal income tax/non-resident income tax	16.0	18.5
SUBTOTAL	16.0	18.5
Property taxes	2024	2025
Property tax	36.7	35.6
SUBTOTAL	36.7	35.6
Employment-related taxes	2024	2025
Employees personal income tax/non-resident income tax	10.5	13.7
Company social security contributions	3.6	4.3
Employee social security contributions	0.8	0.9
SUBTOTAL	14.9	18.9
Taxes on products and services	2024	2025
VAT/Canary Islands general indirect tax	69.7	54.2
Transfer tax and stamp duty	1.6	8.0
Tax on buildings, installations and works	7.0	7.2
SUBTOTAL	78.3	69.5
Environmental taxes	2024	2025
IGEC	-	-
Duties	1.9	2.7
Others	-	-
SUBTOTAL	1.9	2.7
Total	163.9	154.5

As mentioned above, in 2025 the MERLIN Group’s total tax contribution amounted to EUR 154.5

million between Spain and Portugal, of which 36.5% corresponded to taxes paid and 63.5% to taxes

collected/withheld.

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• The taxes paid by the MERLIN Group in 2025 amounted to EUR 56.4 million, most notably

including property tax that amounted to EUR 35.6 million, representing 63.0% of its taxes.

• The taxes collected by the MERLIN Group in 2025 amounted to EUR 98.1 million, most

notably including taxes withheld on dividends paid that amounted to EUR 18.5 million,

representing 18.9%, and taxes on products and services, mainly VAT, amounting to EUR 54.2

million, representing 55.3%.

According to the TTC method, the distributed value of a company comprises the sum of the following

components: net interest, wages and salaries (net of taxes withheld from employees), taxes (paid and

collected) and shareholder value (i.e., dividends, reserves, etc.), among others.

Thus, the ratio of distributed tax value reveals what percentage of the total value generated by

MERLIN is allocated to the taxes paid to or collected/withheld for the public authorities. In essence, the

distributed tax value reflects the way in which MERLIN contributes the value it generates to society.

Finally, at year-end 2025, the Group has received and deposited grants from various public bodies for

an immaterial amount (EUR 241,712 in 2025, EUR 218,290.33 in 2024).

Financial data (€M and reference to Notes to 2024 Consolidated Financial Statements)	2024	2025
Revenue (Note 18.a)	494.6	539.0
Wages and salaries (Note 18.c)	(29.2)	(36.8)
Net interest (Note 18.d)	(92.6)	(105.5)
Changes in value of investment property (Note 7)	(1.1)	493.8
Change in value of financial instruments (Note 14)	(1.1)	(7.3)
Profit before tax	296.0	813.3
Profit after tax	283.8	786.1
Profit before tax paid	349.4	869.7
Profit before tax (without market revaluation)	298.1	326.7
Profit before taxes paid (without market revaluation)	351.6	383.1
Profit after taxes paid (without market revaluation)	285.9	299.5
Total taxes paid	53.5	56.4
Total taxes collected/withheld	110.5	98.1
Total tax contribution	163.9	154.5
Tax contribution indicators
1. Total tax contribution ratio	15%	15%

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2. TTC with regard to revenue	33%	29%
3. Taxes paid as a percentage of revenue	11%	10%
4. Taxes collected/withheld as a percentage of revenue	22%	18%
5. Distributed tax value in the Company	50%	50%

For every EUR 100 of the Company’s revenue, EUR 28.7 were allocated to the payment of taxes, of

which EUR 10.5 are taxes paid and 18.2 are taxes collected/withheld. In 2025, for the purposes of

the total tax contribution, taxes paid represented 14.7% of total profit before tax (without

revaluation of the investment property).

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7.2 Green Financing

7.2.1Financial strategy

The Group’s strategy is to actively manage both the Group’s assets and the liabilities. In relation to

liabilities, the goal is to extend the average maturity of the debt and to try to maintain borrowing

costs and eliminate the risk arising from interest rate fluctuations. Currently, 100.0% of the

Company’s debt accrues interest at a fixed rate or is subject to interest rate hedges.

7.2.2Liquidity and capital resources

Debt

MERLIN carried out several transactions involving its financial liabilities in 2025

The transactions carried out were:

Syndicated loans and revolving credit facility - Parent

• On 18 November 2022, the Parent Company entered into a senior syndicated loan of EUR

600 million. This facility has a maturity of 5 years from drawdown and accrues a market rate

of EURIBOR plus 130 basis points. On 20 April 2023, the Parent had drawn down the full

amount of this financing.

• In addition, a novation agreement was entered into on that date for the senior syndicated

loan, including a Tranche B corresponding to a revolving credit facility with a limit of EUR 700

million. This new credit facility has a term of 5 years with the possibility of two optional one-

year extensions. The revolving credit facility accrues interest at a rate of EURIBOR + 100 basis

points and incorporates a cost adjustment mechanism based on four sustainability criteria.

• On 18 July 2023, the novation of the syndicated loan and credit facility was signed. The senior

syndicated loan was increased to EUR 665 million with the addition of the amounts of two

bilateral loans that the Parent Company held with the financial institutions Kutxabank and

Unicaja. In addition, the credit facility limit was increased to EUR 740 million. At 31 December

2025, this credit facility was not drawn down. On 10 July 2025, this credit facility was

extended until 23 April 2030.

• This financing includes the same obligations to maintain certain coverage ratios as the

Group’s bonds and the financing from Banco Sabadell and the European Investment Bank,

detailed below. These ratios are defined as the ratio of the value of assets to outstanding

debt (Loan to Value), the ratio of Group income to debt service (interest coverage ratio, or

ICR) and the ratio of assets to debt, both without collateral (Unencumbered Ratio). The

Parent’s directors have confirmed that these ratios were met at 31 December 2025 and do

not expect that they will not be fulfilled in the coming years.

Bilateral loans without mortgage guarantee

• On 18 November 2022, the Parent took out and drew down an unsecured loan with Banco

Sabadell for EUR 60 million, maturing in January 2028 and accruing interest at a market rate

of EURIBOR + 120 basis points.

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• On 31 March 2025, the Parent took out and drew down on an unsecured loan with

Mediobanca for EUR 100 million, maturing in 5 years from its drawdown plus 1 additional

year from drawdown and accruing interest at a market rate of EURIBOR + 115 basis points.

• This financing includes obligations to meet certain coverage ratios. These ratios are defined

as the ratio of the value of assets to outstanding debt (Loan to Value), the ratio of Group

income to debt service (interest coverage ratio, or ICR) and the ratio of assets to debt, both

without collateral (Unencumbered Ratio). The Parent’s directors have confirmed that these

ratios were met at 31 December 2025 and do not expect that they will not be fulfilled in the

coming years.

Loans from the European Investment Bank loans

• On 20 December 2018, the Parent arranged a mortgage-free loan with the European

Investment Bank for EUR 51 million. On 4 November 2019, the Parent arranged the second

tranche of the unsecured loan with the European Investment Bank for EUR 64 million, with

the two tranches amounting to EUR 115 million. This financing can be arranged through

several loans with a maturity of 10 years on each drawdown. This credit facility must be

allocated to the development of logistical assets in the Castille–La Mancha region.

• On 10 March 2020 and 26 October 2020, the Group drew down EUR 23.4 million and EUR 5.6

million corresponding to the first tranche of the facility. This loan accruals a fixed interest

rate of 60 basis points. On 20 December 2022, the Group had drawn down EUR 22 million at

a rate of 358 basis points, meaning the first tranche of EUR 51 million was drawn down in

full.

• On 20 December 2023, the Group had drawn down EUR 16.9 million, accruing interest at a

fixed rate of 386 basis points. This loan corresponds to the first drawdown of the second

tranche of EUR 64 million.

• On 7 November 2024, a new limit was set for the second tranche, from the initial EUR 64

million to EUR 46.7 million. On 4 November 2025, a new limit was set for this tranche, from

the initial 46.7 million to 34.6 million.

• On 18 December 2024, the Group drew down EUR 17.7 million of the second tranche

mentioned above, accruing interest at a fixed rate of 326 basis points. At year-end 2025, this

loan is fully drawn down.

• On 16 December 2021, the Parent arranged an unsecured loan with the European

Investment Bank amounting to EUR 45.2 million and maturing in 10 years. This financing will

be used for energy efficiency investments. On 4 November 2025 a new limit was set for this

loan, from the initial EUR 45.2 million to EUR 32.2 million.

• On 16 December 2025, the Group had drawn down EUR 32.2 million of this loan, accruing

interest at a fixed rate of 354 basis points. At year-end 2025, this loan had not been drawn

down in full.

• As at 31 December 2025, all the financing from the European Investment Bank has been

drawn down.

• This financing includes obligations to meet certain coverage ratios. These ratios are defined

as the ratio of the value of assets to outstanding debt (Loan to Value), the ratio of Group

income to debt service (interest coverage ratio, or ICR) and the ratio of assets to debt, both

without collateral (Unencumbered Ratio). The Parent’s Directors have confirmed that these

ratios were met at 31 December 2025 and do not expect that they will not be fulfilled in the

coming years.

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Mortgage loans

• On 26 April 2019, the Group entered into a novation agreement modifying the mortgage loan

taken out on 4 December 2015 with ING Bank N.V. by the subsidiary Merlin Logística, S.L.U.

The maturity date for this financing arrangement, originally set to be in 2020, was extended

until 2026. This financing accrues interest at a rate of 3-month EURIBOR + 100 basis points,

and it includes a mechanism for adjusting the finance cost based on complying with four

sustainability criteria. On 26 March 2021, the mortgage financing agreement was amended,

increasing the loan amount by EUR 2.1 million to a total of EUR 70 million. In 2025, the

Group, due to the divestment of two warehouses as collateral for this loan (see Note 7) the

Group repaid EUR 28.3 million of this loan, leaving the outstanding principal at EUR 41.7

million.

• This financing includes obligations to maintain certain coverage ratios, such as the loan-to-

value ratio and the ratio of the subsidiary’s income used to service the debt (interest

coverage ratio, ICR). The Parent’s directors have confirmed that these ratios were met at 31

December 2025 and do not expect that they will not be fulfilled in the coming years.

• It also includes certain conditions linked to compliance with the following environmental and

sustainability factors: i) sustainable capex, ii) LEED and BREEAM certifications, iii) AIS

certifications, and iv) green energy consumption, which can lead to certain savings in finance

charges.

• In accordance with IFRS 9, the Group assessed the nature of the refinancing carried out for

the previous ING loan and concluded that it did not represent a material change (10% test).

Therefore, the difference between the value of the old debt at amortised cost and the new

debt discounted at the effective interest rate of the old debt was recognised as a lower

finance costs of EUR 2,291 thousand under “Finance costs” on the 2019 consolidated income

statement. This amount will be reversed in the consolidated income statement for

subsequent years in accordance with the effective interest rate of the debt. In 2025, the

application of the amortised cost method in relation to these items gave rise to a finance cost

of EUR 421 thousand (EUR 364 thousand in 2024).

• On 27 July 2023, the Parent entered into a loan with BBVA secured by a mortgage on a

portfolio of an office building in Madrid. The loan is for an amount of EUR 180 million, with a

term of 7 years and, accrues a market rate of EURIBOR + 110 basis points.

• On 15 November 2023, the Parent entered into a loan with Allianz secured by a mortgage on

a portfolio of 4 office buildings in Madrid. The loan is for EUR 170 million, with a term of 10

years and accrues interest at a fixed rate of 4.523%.

• On 17 January 2024, the Parent took out a loan from Caixabank, S.A. secured by a mortgage

on a portfolio of two office buildings in Madrid. The loan is for EUR 150 million, matures in

2034 and has a spread of 130 basis points.

• On 28 June 2024, the Group took out a loan from Novo Banco, S.A. secured by a mortgage on

a portfolio of five office buildings in Lisbon. The loan is for EUR 134 million, matures in 2031

and has a spread of 125 basis points.

• As at  31 December 2025, all of the Group's mortgage loans are fully drawn down.

• This financing includes obligations to maintain certain coverage ratios, such as the loan-to-

value ratio and the ratio of the subsidiary’s income used to service the debt (interest

coverage ratio, ICR). The Parent’s directors have confirmed that these ratios were met at 31

December 2025 and do not expect that they will not be fulfilled in the coming years.

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Derivatives

• In March 2024, the Group arranged an interest rate hedge to cover Caixabank’s mortgage

loan until its maturity in March 2034 for a notional amount of EUR 150 million to EUR 135

million and a fixed cost of 2.598%.

• In addition, the Group had an interest rate hedge arranged in 2024 to hedge the mortgage

loan from Novo Banco until its maturity in June 2031 for a notional amount of EUR 134

million and a fixed cost of 2.553%.

• In 2025, the Group arranged an interest rate hedge to the mortgage loan from Mediobanca

until its maturity in March 2031, for a notional amount of EUR 150 million to EUR 100 million

and a fixed cost of 2.263%.

At the end of 2025 the Group’s financial debt amounted to EUR 4,968 million made up of corporate

financing without mortgage collateral (loans and bonds) and mortgages.

As a result of these transactions, the debt’s average maturity at year end stood at 4.35 years and

there are no significant debt maturities at short-term, with the first relevant maturity being the EUR

800 million bond maturing in November 2026.

The maturity schedule of the debt is as follows:

Liquidity available

MERLIN’s cash position at 31 December 2025 amounts to EUR 1,965 million, including EUR 15 million

in treasury shares.

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The liquidity position amounts to EUR 740 million through the revolving credit line, undrawn at year-

end  2025.

Additionally, the Group has the ability to access the capital markets through the euro medium-term

note (EMTN) programme, which has a limit of EUR 7,500 million. At 2025 year end, EUR 2,600 million

was available through this programme.

Off-balance-sheet obligations and transactions

The Group’s investment strategy currently focuses on two pillars, the refurbishment of core assets in

the office and shopping centre activity branches, developing new logistics warehouses and the new

data centre line of business.

In this regard, at 31 December 2025, the Group has no firm purchase commitments for investment

property, excluding committed investments in construction and improvements.

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7.2.3Green financing framework

On 25 April 2022, the Group published its Green Financing Framework. This programme bring its

financing strategy into line with its sustainability objectives. The Group therefore requested the

conversion of its outstanding senior bonds into green bonds and is committed to linking its future

financing to this programme.

In April 2024, the Group renewed its Green Financing Framework This renewal is characterised by

aligning the company's new strategy with the green finance strategy by including Data Centres, our

new asset class, and being pioneers in the inclusion of Data Centres.

It is also noteworthy that, with the renewal, the Group is one of the first REITs to use its Embodied

Carbon Emissions commitment as an eligibility criterion. Setting maximums of:

• Offices - 500 kgCO2/sqm

• Logistics - 400 kgCO2/sqm

• Shopping Centres - 500 kgCO2/sqm

The Group may finance or refinance data centres that meet energy efficiency (PUE) levels, with a PUE

of 1.5 or less and complying with the 2023 Best Practice Guidelines for the EU Code of Conduct for

Energy Efficiency in Data Centres.

The Green Financing Framework is in line with the Green Bond Principles 2021 (GBP) and the Green

Lending Principles 2023 (GLP) published respectively by the International Capital Markets Association

(ICMA) and the Loan Market Association (LMA), and its four components are as follows:

• Use of proceeds

To use the funds from any green finance instrument to (re)finance in part or in full an Eligible Green 

Portfolio in accordance with the eligibility criteria set out in the "Green Financing Framework".

Each eligible category is based on clear eligibility criteria, is linked to the EU environmental objective

of climate change mitigation or to one or more UN Sustainable Development Goals ("SDGs") and aims

to address a specific environmental benefit.

Eligible Projects are composed of two types of expenditure: acquisition, ownership or development

cost of the Eligible Green Asset and Green CapEx.

• Process for project evaluation and selection

In line with the approach of integrating Corporate Social Responsibility (CSR), the MERLIN Working

Group will oversee the allocation of the amounts and their CSR performance based on selecting

projects under the criteria described above, the monitoring of the financing instruments issued under

the Green Financing Framework and the management of future updates to the framework.

The working group will consist of representatives from the Finance, Treasury, CSR and Investor

Relations departments, and from other technical departments when necessary, and will meet at least

on a monthly basis or as needed.

The responsibilities of the working group will include:

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– Monitor the eligibility criteria in accordance with the eligible project categories during the

lifetime of the transactions.

– Manage any identified potential ESG risks associated with the eligible project categories:

◦ Under the control of the Board of Directors and the Audit and Control Committee,

MERLIN oversees the effectiveness, adequacy and integrity of the Group’s internal

control and risk management systems. ESG risk management is part of the first line of

defence in MERLIN’s risk management plan.

◦ MERLIN has also established a certified Environmental Management System based

on ISO 14001 and ISO 50001 standards.

◦ Furthermore, as part of the Group’s vision and values, MERLIN is committed to long-

term value creation in a context of transparency, ethics and responsibility in business

and society.

– In particular, when any eligible sustainable building leaves MERLIN’s portfolio or when the

ESG Committee decides to remove an eligible sustainable building from the portfolio of

eligible sustainable buildings, the ESG Committee will make every effort to replace these

assets as soon as possible, once a suitable eligible sustainable building has been identified for

replacement.

• Management of proceeds

MERLIN will allocate the equivalent amount of all the Group’s outstanding green financing to the

eligible project categories set out above.

The working group will allocate any future financing by verifying on an annual basis the adequacy of

the pre-selected eligible project categories with the total amount of funds obtained through green

financing. In addition, the working group will establish a process in its Internal Reporting System to

follow up on the use of the proceeds from the outstanding green financing.

If, for any reason (e.g., new issuance), the amount allocated under the eligible project categories falls

below the amount of outstanding Green Financing Instruments, the unallocated funds will be

temporarily placed in accordance with MERLIN's investment guidelines. MERLIN may consider

investing in money market funds (cash and cash equivalents, i.e. short-term deposits) in accordance

with a responsible investment policy and excluding investments in environmentally or socially

damaging activities. MERLIN is committed, to the extent possible, to achieving the full allocation

within 24 months.

• Reporting

MERLIN, in its commitment to transparency and sustainable engagement, will publish on an annual

basis a report on the allocation of the proceeds and an impact report on the main indicators set out in

the Green Financing Framework:

– Audited report (ISAE 3000) of the allocation of funds detailing the different green financing

instruments or financing, the amount allocated to each eligible project category broken

down by each eligibility criteria, an analysis of the portfolio according to the eligibility

criteria, including the part that is aligned with the EU Taxonomy, the percentage of

unallocated funds and the types of temporary investments used, the percentage and amount

of the new funding and refinancing broken down by eligible project category, as well as the

proportion of refinancing, and any relevant developments related to the projects or assets.

– A report that will include a quantitative and qualitative measurement of the main CSR

indicators for the eligible project categories selected for allocation of the proceeds

⁵⁷ Information on assets under operational control within the Sustainable Buildings portfolio. In business parks consisting of

sustainable and non-sustainable buildings, for the purposes of the Green Financing Programme, and a single supply point,

the total consumption has been considered.

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Eligible project category	Example of impact indicators
Sustainable buildings	Breakdown of external certification by asset type (shopping centres, offices and logistics centres) Average energy intensity of buildings included in the portfolio of eligible sustainable buildings (in kWh/sqm/year) by asset type (shopping centres, offices and logistics centres) Average greenhouse gas emissions intensity of buildings included in the portfolio of sustainable eligible buildings (in tCO2eq/sqm) by asset type (shopping centres, offices and logistics centres) CO2 emissions avoided by buildings included in the portfolio of sustainable eligible buildings (in tCO2eq/year) by asset type (shopping centres, offices and logistics centres)
Renewable energy	Installed capacity (MW) Expected renewable energy generation (MWh/year) CO2 emissions avoided (in tCO2e/year)
Energy efficiency	Expected energy savings (MWh/year)
Clean transport	Number of electric chargers CO2 emissions avoided (in tCO2e/year)
Data Centres	Effective PUE for eligible data centres. Reduction in energy consumption per unit of stored data (MWh/Tb)

At year-end 2025, the eligible project category selected by the Group for allocation of the proceeds

was Sustainable Buildings. The main indicators of the Sustainable Buildings portfolio by asset class for

2025 are as follows:

Indicator 57	Offices	Shopping Centers	Logistics
Energy intensity (in kWh/sqm/ year)	78.15	81.49	50.45
GHG Intensity (in tCO2eq/sqm) Market-based	0.002	0.001	0.000
Avoided CO2 emissions (in tCO2e/ year)	6,852	7,282	670

In addition to the above, the Group has a corporate revolving credit facility in the amount of EUR 740

million, signed in April 2023, which is labelled as sustainable financing and is linked to the fulfilment

of at least three of the following KPIs:

• Green energy production: Obtain a cumulative installation of MW peak green energy.

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• Green energy consumption: Ensure a certain amount of energy consumption is from

renewable energy sources.

• Obtainment of LEED/BREEAM certificates: Maintain (i) LEED ('Silver', 'Gold' or 'Platinum')

and/or (ii) BREEAM ('Good', 'Very Good', 'Excellent' or 'Outstanding') certification above 92%

of the portfolio's certified assets.

• GRESB: Maintain a rating higher than (i) the "global average of Real Estate", as defined by the

Global Real Estate Sustainability Benchmark (GRESB), in the relevant calculation year; and (ii)

the highest "global average Real Estate Real Estate” achieved in previous years (the

"maximum peak of the global average of Real Estate")

The Group has met the target set for 2025 in all categories.

In addition, the Group has a EUR 42 million mortgage loan, signed in May 2019, which is labelled as

sustainable financing.

Lastly, 100% of the debt is considered sustainable.

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8. About this report

8.1 Basis of preparation of this report

Reporting scope

MERLIN reports social, environmental and governance performance information for the office,

logistics, shopping centre and data centre portfolios, excluding companies with a minority (and

therefore non-controlling) shareholding.

In this regard, assets with minority shareholdings are excluded from the calculation of environmental

performance, on the understanding that their non-financial risks are similar to those presented in this

Statement of Non-Financial Information, as they are companies with the same or a complementary

corporate purpose to that of MERLIN, and their inclusion would not significantly change the analysis

of risks and actions described in this Statement of Non-Financial Information.

Where relevant, particularly for environmental performance information, information from the two

previous years has also been included to show the evolution of the Group’s performance.

Standards employed

The statement of non-financial information was prepared in accordance with current company law

applicable to MERLIN and following the criteria of chosen Sustainability Reporting Standards issued

by the Global Reporting Initiative (GRI Standards), and other criteria described in accordance with

each topic in the Table of Contents of the Statement of Non-Financial Information.

In this year, the Dual Materiality analysis was carried out taking the EFRAG and CSRD's draft

"Materiality Assessment Implementation Guidance” as a reference, as well as the definitions in the

European Sustainability Reporting Standards (ESRS).

Likewise, although not applicable to MERLIN, some indicators or breakdowns required by the

European Sustainability Reporting Standards (ESRS) have been included.

Principles applied

The GRI Standards Sustainability Report guidelines lay down a number of principles that have been

taken into account when preparing the report, which are as follows:

• Stakeholder inclusiveness. The 2025 Statement of Non-Financial Information has been

prepared with stakeholder expectations and concerns regarding the Group’s operations and

performance in mind. These expectations have been considered through the MERLIN

Properties staff who are in contact with their stakeholders and relevant matters published in

the media and included in questionnaires and sustainability ratings targeting investors, such

as DJSI/CSA, EPRA or GRESB have also been analysed.

• Sustainability context at MERLIN Properties. The way in which the Group’s activities and

services interact with the social, economic and environmental context in which it operates

has been evaluated.

• Materiality. A dual materiality analysis has been conducted to define the most relevant

sustainability aspects for MERLIN Properties and its environment.

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• Completeness. After identifying material aspects, the content of the Statement of Non-

Financial Information has been designed to include sufficient information on these aspects to

allow stakeholders to assess and understand MERLIN Properties’ economic, environmental

and social performance in recent years.

GRI principles for information processing and quality

This Statement of Non-Financial Information has been drawn up following the GRI principles

established to ensure the quality of the information:

• Balance. This principle indicates that reports should reflect both positive and negative

aspects of the Group’s performance. By applying this principle, a broad and unbiased picture

of MERLIN Properties’ overall performance has been provided.

• Comparability. The Group has compiled and reported information so that stakeholders can

analyse how its performance has evolved in recent years, thus facilitating comparison with

the performance of other organisations.

• Accuracy. The information contained in this Statement of Non-Financial Information is

intended to include sufficient details to meet the expectations expressed by the Group’s

stakeholders.

• Timeliness. MERLIN Properties’ aims to update the content of this Statement of Non-

Financial Information on an annual basis to provide stakeholders with regular access to

information on the Group’s performance.

• Clarity. MERLIN Properties seeks to report on its performance in a manner that is accessible

and clear to all its stakeholders.

• Reliability. MERLIN Properties has described in detail the process for preparing this

Statement of Non-Financial Information, which guarantees that the content can be subject to

external examination to establish the quality and degree of materiality of the information.

Robustness of the information

MERLIN has a System of Internal Control over Sustainability Reporting (CSIR), subsequently audited

by Internal Audit, to ensure the accuracy and completeness of the information included in the

statement of non-financial information.

Additionally, to prepare it, there is a formal review procedure, from its drafting by the Internal

Sustainability Committee, review by Internal Audit and subsequent review by the Governing

Bodies.

In this respect, MERLIN has a procedure for coordination between the different Board Committees:

Appointments and Remuneration Committee, Sustainability and Innovation Committee and Audit

and Control Committee, for each of them to review and assess the sections of information they are

responsible for reviewing. Subsequently, together with the comments received from the other

Committees, it is submitted to the Audit and Control Committee for review, which is ultimately

responsible for reviewing the financial and non-financial information that the Group sends to the

markets and its recommendation to the Board of Directors for its authorisation for issue together

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with the Consolidated Financial Statements, issuing any recommendations that it deems appropriate

to improve the process of preparing said information.

Contact details

If you require any clarification regarding the information contained in this Statement of Non-Financial

Information or any aspect of the Group’s sustainability performance, please contact MERLIN

Properties at the following address: info@merlinproperties.com

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8.2 Information on MERLIN Properties' sustainability performance

Contents	Response
Aspect: Environment
Scope of disclosure	The scope of the assets on which information is provided regarding their energy consumption, GHG emissions, water consumption and waste is detailed in Appendix I of this report.
GHG emissions per production unit	The GHG emissions (location based) ratio in terms of surface area, for all operational assets for which MERLIN exercises operational control, is 0.025 tCO2e/sqm, including scope 1, scope 2 and scope 3 emissions
Energy consumption per production unit	The energy consumption ratio in terms of surface area, for all operational assets for which MERLIN exercises operational control, is 0.276 GJ/sqm
Number and amount of significant environmental fines	No significant fines of an environmental nature were recognised during 2025.
Policies regarding energy consumption, water consumption, GHG emissions and waste	In accordance with its Sustainability and Corporate Social Responsibility Policy, MERLIN is committed to reducing the consumption of resources and improving the circularity of its assets throughout their life cycle through operational efficiency and minimising the carbon footprint of the entire value chain.
Aspect: Society
Complaints and quality assurance policy	For the purposes of understanding the expectations and needs of its stakeholders, and offering maximum transparency, MERLIN has implemented numerous communication channels, such as satisfaction questionnaires aimed at its tenants. Within the framework of these questionnaires, any potential complaints and claims that tenants may have are gathered, allowing their concerns and needs to be addressed.
Customer data protection policy	MERLIN has a Personal Data Protection Policy, which guarantees that personal data is processed respecting the principles established in the General Data Protection Regulation (GDPR) (lawfulness, fairness, transparency, purpose limitation, data minimisation, accuracy and limited storage periods).
Donations to foundations and other types of donations	The total amount donated to foundations by the Group was EUR 459 thousand.
Percentage of female executives and middle managers	The percentage of executive women is 3% (1 out of 29) and in middle management 38% (32 out of 85)
Anti-Money Laundering, Terrorist Financing, Corruption and Bribery Policy	In 2023, MERLIN unified the Anti-Corruption, Bribery and Fraud Policy into the Anti-Money Laundering, Terrorist Financing, Corruption and Bribery Policy. Its aim is to lay out the Group’s basic guiding principles for preventive actions and proactive steps in the fight against corruption, bribery and fraud in all areas of its business activities. In addition, the Group is certified under the ISO 37.001 Anti-Corruption and Bribery standard.

⁵⁸ Percentage obtained in terms of surface area, taking into account those assets that are located at least 500 metres from a

public transport or station. Includes only those assets from the offices and shopping centres portfolios in operation.

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Rate of lost workdays associated with employees (TLW)	The average days lost in 2025 among MERLIN employees is 17 for men and 36 for women.
Lost time injury frequency rate associated with employees (LTIFR)	The lost time injury frequency rate (LTIFR) in 2025 among MERLIN employees is 1%
Number of suppliers	The number of suppliers with orders in 2025 was 403
Number of suppliers audited and audits carried out	Suppliers with orders are analysed in terms of compliance and finance, which includes being up to date with the tax and social security authorities, and the financial solvency of the supplier. In addition, if the tender is for more than EUR 1 million, the supplier’s execution capacity and the Group’s degree of exposure are analysed. In 2025, there were a total of 2,266 orders (OpEx and CapEx) and 403 suppliers.
Percentage of suppliers audited	100% of MERLIN’s critical suppliers (>EUR 1 M) are audited.
Percentage of assets with public transport connection 58	The percentage of assets with a public transport connection nearby is 100%.
Aspect: Governance
Years with the auditor	PWC began auditing MERLIN's Consolidated Financial Statements in 2024, making this the second year.
Number of executive and non-executive directors	The Board is composed of 2 executive directors and 10 non-executive directors (6 independent and 4 proprietary directors).
Number of directors and independent directors on the Audit and Control Committee	The Audit and Control Committee is composed of 5 directors, 4 of whom are independent.
Number of directors and independent directors on the Appointments and Remuneration Committee	The Appointments and Remuneration Committee is composed of 5 directors, 4 of whom are independent.
Number of directors and independent directors on the Sustainability and Innovation Committee	The Sustainability and Innovation Committee is composed 4 directors, 3 of whom are independent.
Number of female executives	Senior Management is composed of 1 woman and 8 men (for a total of 9 , not including the executive directors).
Number of female directors	The Board of Directors is composed of 5 women and 7 men (for a total of 12 members).
Number of Board meetings and percentage of attendance	MERLIN's Board met 14 times with 91.6% attendance.

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Number of Audit and Control Committee meetings and percentage of attendance	The Audit and Control Committee met 10 times with 96% attendance.
Number of Appointments and Remuneration Committee meetings and percentage of attendance	The Appointments and Remuneration Committee met 10 times with 97% attendance.
Number of Sustainability and Innovation Committee meetings and percentage of attendance	The Sustainability and Innovation Committee met 6 times with 96% attendance.
Share ownership	MERLIN has guidelines for its executives regarding the minimum requirements for holding the Group’s shares on an ongoing basis.
Content considered non-material for the Group
Particulates, SO2 and NOx emissions	The main fuel consumed by MERLIN is natural gas, a gas that barely emits SO2 and particles in its combustion. The possible emissions of this type of pollutant are due to the consumption of diesel, a fuel that is hardly used by MERLIN. In addition, NOx emissions are also considered as barely representative, given that the water heaters that use these types of fuels are of a residential type.
Percentage of raw material from sustainable sources	The amount of materials acquired by MERLIN is low, given that the refurbishment processes of the assets are carried out by subcontracted companies.
Policy against child labour	MERLIN has implemented a Respect for Human Rights Policy that expressly rejects the exploitation of children. Nonetheless, due to the location of MERLIN’s assets (Spain and Portugal) and the type of activities carried out by the Group, it is considered that there are no risks concerning child labour.
Supply chain management at a societal level	In 2022, MERLIN amended the Procurement Procedure to require suppliers to answer an ESG questionnaire on social and governance issues for all tenders over EUR 150,000. In 2025, MERLIN requested information from all suppliers in tenders for improvement and refurbishment of assets (CAPEX) in excess of EUR 150,000, covering information and details on environmental, social and regulatory compliance matters, including aspects regarding human rights compliance (policies, demands, etc.) for each third party assessed.

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8.3 Table of contents of 11/2018 Law

Information required by Spanish Law 11/2018	Page or section of the report providing the response to the requirement of Law 11/2018	Reporting criteria: GRI
			General information
A brief description of the business model including its business environment, organisation and structure	1. Our business model Pg 8-10 2.1 Environment (sector) Pg 24-26	GRI 2-1 GRI 2-6 GRI 2-22
Markets in which it operates	1.4 Business activities Pg 11-22
Objectives and strategies of the organisation	1.5 Main milestones and corporate objectives Pg 22
Main factors and trends that may affect its future progress	2.3 Outlook Pg 28
Reporting framework used	8.1 Basis of preparation of this report Pg 166-168	GRI 1 – Requirement 8
Principle of materiality	2.5 A Deep Dive into the Materiality of Sustainability Pg. 34-39	GRI 3-1 GRI 3-2
Environmental issues
Management approach: description and results of the policies related to these matters and the main risks related to these matters linked to the Group’s activities	4. Climate change and operational efficiency management, our ecological footprint Pg. 70-102	GRI 3-3
General detailed information
Detailed information on the current and foreseeable effects of the Company’s activities on the environment and, if applicable, on health and safety	4. Climate change and operational efficiency management, our ecological footprint Pg. 70-102	GRI 3-3
Environmental assessment and certification procedures	4.6 Carbon footprint certification 4.8 Validation of MERLIN’s commitments by independent third parties Pg 94-95	GRI 3-3

⁵⁹ Light pollution and noise have not been considered material to MERLIN's business.

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Information required by Spanish Law 11/2018	Page or section of the report providing the response to the requirement of Law 11/2018	Reporting criteria: GRI
			Resources allocated to the prevention of environmental risks	4.2 Environmental and energy Management System Pg 74	GRI 3-3
Application of the precautionary principle	4.2 Environmental and energy Management System Pg 74	GRI 2-23 GRI 3-3
Amount of provisions and guarantees for environmental risks	4.2 Environmental and energy Management System Pg 74	GRI 3-3
Pollution
Measures to prevent, reduce or redress carbon emissions that seriously affect the environment, taking into account any type of activity-specific atmospheric pollutants including noise and light pollution 59	4.5 Decarbonisation of MERLIN Properties’ portfolio Pg 85-94	GRI 3-3
Circular economy and waste prevention and management
Measures for the prevention, recycling, reuse and other forms of recovering and eliminating waste.	4.4 Sustainability advances in the MERLIN´s portfolio Pg 78-85	GRI 3-3 GRI 306-1 GRI 306-2 GRI 306-3 GRI 306-4 GRI 306-5
Actions taken to combat food waste	-	Non-material
Sustainable use of resources
Water consumption and supply in accordance with local limitations	4.4 Sustainable progress in the MERLIN portfolio Pg 78-85	GRI 303-3 GRI 303-5

⁶⁰ The indicator relating to raw materials consumption and the measures adopted to improve efficiency in their use is not

reported quantitatively, as it is not considered material given the nature of MERLIN’s business model. The Company’s main

activity focuses on the acquisition, management and operation of tertiary real estate assets, without involving production

processes that require intensive material consumption.

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Information required by Spanish Law 11/2018	Page or section of the report providing the response to the requirement of Law 11/2018	Reporting criteria: GRI
			Consumption of raw materials and measures taken to use them more efficiently	-	Non-material 60
Direct and indirect energy consumption	4.4 Sustainability advances in MERLIN's portfolio Pg 78-85	GRI 302-1
Measures taken to improve energy efficiency	4.3 Development and operation of sustainable assets Pg 75-78	GRI 3-3
Use of renewable energies	2.4 MERLIN's commitment to sustainable managementt Pg 28- 34	GRI 3-3
Climate change
Greenhouse gas emissions generated as a result of the Company’s activities, including use of the goods produced and services provided	4.5.1 Scope 1 and scope 2 greenhouse gas (GHG) emissions                                                                                                                                                                                                                                                                                        4.5.2. Scope 3 greenhouse gas (GHG) emissions Pg 86-94	GRI 3-3 GRI 305-1 GRI 305-2 GRI 305-3
Measures adopted to adapt to the consequences of climate change	Appendix IV. Climate risk reporting in accordance with TCFD methodology Pg 234-250	GRI 3-3
Medium- and long-term targets voluntarily established to reduce greenhouse gas emissions and the means implemented for this purpose	2.4 MERLIN's commitment to sustainable management Pg 28- 34	GRI 3-3 GRI 305-5
Protection of biodiversity

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Information required by Spanish Law 11/2018	Page or section of the report providing the response to the requirement of Law 11/2018	Reporting criteria: GRI
			Measures taken to preserve or restore biodiversity	4.10 Protection of biodiversity Pg 101-102	GRI 3-3
Impacts caused by activities or operations in protected areas	4.10 Protection of biodiversity Pg 101-102	GRI 3-3
Social and personnel matters
Management approach: description and results of the policies related to these matters and the main risks related to these matters linked to the Group’s activities	5. Talent creation Pg 103	GRI 3-3
Employment
Total number of employees and breakdown by country, gender, age and professional classification	5.1.1 Composition of the workforce Pg 106-109	GRI 2-7 GRI 405-1
Total number and distribution of types of employment contracts	5.1.1 Composition of the workforce Pg 106-109	GRI 2-7
Annual average number of permanent, temporary and part-time contracts by gender, age and professional classification.	5.1.2 Average contracts Pg 110	GRI 2-7 GRI 405-1
Number of dismissals by gender, age and professional classification	5.1.3 Departures by type, sex, age and professional classification Pg 111-112	GRI 3-3 GRI 401-1
Average remuneration and changes in salaries broken down by gender, age and professional classification or equal value	5.2 Employee compensation Pg 114-118	GRI 3-3 GRI 2-21
Gender wage gap	5.2.1 Wage gap analysis Pg 115-118	GRI 3-3 GRI 405-2
The remuneration for the Company’s equal or average job positions	5.2.1 Wage gap analysis Pg 115-118	GRI 3-3 GRI 405-2

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Information required by Spanish Law 11/2018	Page or section of the report providing the response to the requirement of Law 11/2018	Reporting criteria: GRI
			Average remuneration for directors and executives, including variable remuneration, attendance fees, termination benefits, long-term savings/pension plans and any other compensation, broken down by gender	5.2.2 Remuneration of non-executive directors Pg 118 5.2.1 Wage gap analysis Pg 115-118	GRI 3-3 GRI 2-19
Implementation of work disconnection policies	5.3.4 Implementation of work disconnection policies Pg 121	GRI 3-3
Number of employees with disabilities	5.5.4 Employees with disabilities Pg 125	GRI 3-3 GRI 405-1
Organisation of work
Organisation of working hours	5.3.1 Organisation of work Pg 119	GRI 3-3
Number of hours of absenteeism	5.3.2 Total hours of absenteeism Pg 119 -120	GRI 3-3 GRI 403-9
Measures designed to facilitate work-life balance and promote the sharing of responsibility by both parents	5.3.3 Work-life balance measures Pg 120	GRI 3-3
Health and safety
Occupational health and safety conditions	5.4 Safety, health and well-being of employees Pg 121-122	GRI 403-1 GRI 403-2 GRI 403-3 GRI 403-5 GRI 403-6 GRI 403-8

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Information required by Spanish Law 11/2018	Page or section of the report providing the response to the requirement of Law 11/2018	Reporting criteria: GRI
			Occupational accidents, in particular their frequency and seriousness, and work-related illness, broken down by gender	5.4 Safety, health and well-being of employees Pg 121-122	GRI 403-9 GRI 403-10
Labour relations
Organisation of social dialogue, including procedures for informing, consulting and negotiating with staff	5.5.1 Organisation of social dialogue Pg 122-123	GRI 3-3
Percentage of employees covered by collective bargaining agreements by country	5.5.2 Balance of collective bargaining agreements Pg 123	GRI 2-30
Balance of collective bargaining agreements, particularly as regards occupational health and safety	5.5.3 Mechanisms to promote employee involvement in management Pg 123-125	GRI 3-3 GRI 403-4
Training
Policies implemented in the area of training	5.1.4 Training Pg 112-114	GRI 3-3
Total number of training hours by professional category	5.1.4 Training Pg 112-114	GRI 404-1
Universal accessibility
Universal accessibility for people with disabilities	6.3 Maximising the well- being of users of the assets Pg 133 -138	GRI 3-3
Equality
Measures taken to foster equal treatment and opportunities for men and women	5.6 Diversity and equal opportunities Pg 125-127	GRI 3-3

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Information required by Spanish Law 11/2018	Page or section of the report providing the response to the requirement of Law 11/2018	Reporting criteria: GRI
			Equality plans	5.6 Diversity and equal opportunities Pg 125-127	GRI 3-3
Measures taken to promote employment
Protocols against sexual and gender-based harassment
Non-discrimination and diversity management policies	5.6 Diversity and equal opportunities Pg 125-127	GRI 3-3
Respect for human rights
Management approach: description and results of the policies related to these matters and the main risks related to these matters linked to the Group’s activities	3.3 Ethics and compliance Pillars of Exemplary Business Conduct Pg 63 -70	GRI 3-3
Application of due diligence procedures
Implementation of human rights due diligence procedures	3.3 Ethics and compliance Pillars of Exemplary Business Conduct Pg 63-70	GRI 2-23 GRI 2-26 GRI 3-3 GRI 412-2
Prevention of risks of human rights infringements and, where appropriate, measures to mitigate, manage and redress possible abuses committed
Complaints of human rights violations	3.3 Ethics and compliance Pillars of Exemplary Business Conduct Pg 63-70	GRI 406-1
Measures implemented for the promotion of and compliance with the provisions of the ILO core conventions related to: –respect for freedom of association and the right to collective bargaining; –the elimination of discrimination in employment and occupation; –the elimination of forced or compulsory labour; –the effective abolition of child labour.	3.3 Ethics and compliance Pillars of Exemplary Business Conduct Pg 63-70	GRI 3-3 GRI 406-1 GRI 407-1 GRI 408-1 GRI 409-1
Fight against corruption and bribery

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Information required by Spanish Law 11/2018	Page or section of the report providing the response to the requirement of Law 11/2018	Reporting criteria: GRI
			Management approach: description and results of the policies related to these matters and the main risks related to these matters linked to the Group’s activities	3. Foundations and practices of responsible management Pg 39-70	GRI 3-3
Measures taken to prevent corruption and bribery	3.3 Ethics and compliance Pillars of Exemplary Business Conduct Pg 63-70	GRI 2-23 GRI 2-26 GRI 205-2
Anti-money laundering measures	3.3 Ethics and compliance Pillars of Exemplary Business Conduct Pg 63-70	GRI 205-2
Contributions to foundations and non-profit entities	6.4.2.Social initiatives and 6.4.3 Measuring the distribution of contributions to the MERLIN community Pg 142-147	GRI 413-1
Society matters
Management approach: description and results of the policies related to these matters and the main risks related to these matters linked to the Group’s activities	6. Management of stakeholders Pg 128-147	GRI 3-3
Commitment to sustainable development
Impact of the Company’s activities on employment and local development	6.4.1. Improving cities 6.4.2 Social initiatives Pg 139-144	GRI 203-1
Impact of the Company’s activities on local communities and on the land	6.4.1 Improving cities Pg 139 -141	GRI 3-3 GRI 413-1
Engagement with local community representatives, and communication channels in place	6.4.1 Improving cities Pg 139-141	GRI 2-29 GRI 413-1
Association or sponsorship activities	6.4.3 Measuring the distribution of contributions to the MERLIN community Pg 144 -147	GRI 2-28
Subcontracting and suppliers

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Information required by Spanish Law 11/2018	Page or section of the report providing the response to the requirement of Law 11/2018	Reporting criteria: GRI
			Inclusion of social, gender equality and environmental matters in the procurement policy	6.2 Supply chain Pg 132	GRI 3-3
Consideration of social and environmental responsibility in relationships with suppliers and subcontractors	6.2 Supply chain Pg 132	GRI 2-6 GRI 308-1 GRI 414-1
Monitoring and audit systems and results	6.2 Supply chain Pg 132	GRI 3-3
Consumers
Measures for the health and safety of consumers	6.3 Maximising the well- being of users of the assets Pg 133-138	GRI 3-3 GRI 416-1
Consumer claims, complaints and grievance systems	6.3 Maximising the well- being of users of the assets Pg 133-138	GRI 3-3
Tax information
Profits earned on a country-by-country basis	7.1.2 Profits earned on a country-by-country basis and income tax paid Pg 149-151	GRI 207-4
Income tax paid	7.1.2 Profits earned on a country-by-country basis and income tax paid. Pg 149-151	GRI 207-4
Government grants received	7.1.3 Total tax contribution Pg 151-156	GRI 201-4

@En

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a. GRI Content Index

Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
2-1		a. Pg 6 2-1.c Back cover 2-1.d Spain and Portugal MERLIN Properties is included in the main benchmark indices: -IBEX 35. -Euro STOXX 600. -FTSE EPRA/ NAREIT Global Real Estate Index. -GPR Global Index. -GPR-250 Index. -MSCI Small Caps. - Dow Jones Sustainability Index Europe & World		Organisational details
2-2		8.1. Pg 166 Appendix III – Pg 225-234 The organisation’s financial statements include MERLIN Properties and all its subsidiaries. Further information can be found in the financial statements included in the directors' report. The directors' report is available at www.merlinproperties.es		Entities included in the organisation’s sustainability report
2-3		8.1. Pg 166 2-3.a 2025. MERLIN Properties prepares the report on an annual basis.		Reporting period, frequency and contact point

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
2-4		In 2025, MERLIN continued the criteria for calculating its GHG emissions established in 2022, based on operational control and its share of equity in the assets as established in the GHG Protocol, using the market- based method, based on which the data on emission factors arising from electricity consumption must be obtained from the suppliers from which the electricity has been purchased. Likewise, MERLIN also calculates its GHG emissions using the location-based method, whereby the average emission factor of the local grid is applied to electricity consumption data. In view of the above, the data for the two previous years have been recalculated to facilitate year-on-year comparability. Pg 73-74		Restatement of information
2-5		MERLIN's Statement of Non-Financial Information has been externally audited by PWC, whose report is included in Appendix VII. Pg ##		External assurance
2-6		1.4. Pg 11-22 6.2. pg 132-133 2-6.b The Group’s supply chain mainly comprises project contractors and other service providers in the operation of the buildings		Activities, value chain and other business relationships
2-7		5.1.1 y 5.1.2 Pg 106 a 111		Employees
2-9	Gov-Board	3.1. Pg 40-46		Governance structure and composition
2- 10	Gov-Selec	Pg 44.- The processes for appointing and selecting members of the highest governing body and its committees are described in the Annual Corporate Governance Report (ACGR) and are established in the Group’s Director Selection Policy		Appointing and selecting members of the highest governance body
2- 11		3.1. Pg 43		Chair of the highest governance body

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
2-12		3.1. Pg 42 3.2. Pg 46- 53		Role of the highest governance body in monitoring impact management
2-14		Board of Directors MERLIN’s Board of Directors is composed of a majority of independent directors and its activities are focused on defining, supervising and monitoring the policies, strategies and general guidelines to be followed by the Group.		Role of the highest governance body in sustainability reporting
2-15	Gov-Col	Section 28 of the Board Regulations sets out the mechanisms established to prevent and manage potential conflicts of interest		Conflicts of interest
2-16		This information is available in the Annual Corporate Governance Report		Communicating critical concerns
2-17		Pg 45		Collective knowledge of highest governing body
2-18		Pg 45		Assessment of the highest governance body’s performance
2-20		5.2. Pg 114-118 2-20. a. ii Through the General Meeting		Process for determining remuneration
2-21		5.2. Pg 114-118		Annual total compensation ratio
2- 22		2.5. Pg 28-34		Statement on the sustainable development strategy
2- 23		3.1 Pg 39-42		Policy commitments

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
2-26		Directors may seek external advice. These mechanisms are explained in the Group's ACGR 2025.		Mechanisms for seeking advice and raising concerns

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
2-28		- Asociación Española de Oficinas (AEO) [8.646 €] -  Asociación Española de Centros Comerciales (AECC) [63.226 €] - European Public Real Estate Association (EPRA) [34.800 €] - Confederación Española de Organizaciones Empresariales (CEOE) [14.520 €] - Asociación de Inmobiliarias con Patrimonio en Alquiler (ASIPA) [18.150 €] - Patio Campus [150.000 €] - Madrid Green Urban Mobility Lab [17.310 €] - GRI [6.360 €] - Associação Portuguesa de Promotores e Investidores Imobiliários [1.257 €] - Asociación Madrid Futuro [15.000 €] - Associació Barcelona Global [10.000 €] - Asociación de Empresarios del Sur de España (CESUR) [4.840 €] - Red Española del Pacto Mundial [4.700 €] - Asociación Española para las Relaciones con Inversores (AERI) [4.598 €] - Empresas por la Movilidad Sostenible [4.235 €] - Asociación para el Progreso de la Dirección (APD) [2.518 €] - Instituto de Auditores Internos (IAI) [7.634 €] - Circulo de Empresarios [7.200 €] - WIRES - Women in Real Estate [4.840 €] - ISMS FORUM [700 €] - Asociacion Promocion Puerto de Sevilla [1.800 €] - Barcelona Catalunya Centre Logístic [1.210 €] - Associação Portuguesa de Logística (APLOG)  [700 €] - Asociación de Usuarios de SAP España (AUSAPE ) [800 €] - Instituto de Oficiales de Cumplimiento [1.000 €] - Iberinmo [41.489 €] - Foment de Treball Nacional [5.150 €] - TOTAL 2025 -  [432.683 €]		List of membership of associations

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
2-29		6.1. Pg 128-132		Approach to stakeholder engagement
2-30		5.5.2 Pg 122-123 100% of the Group’s employees in Spain are covered by collective bargaining agreements (in Portugal this does not apply)		Collective bargaining agreements
3-1		2.5 Pg 34-39		Process for determining material issues
3-2		2.5. Pg 32		List of material aspects

Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
3		2.5 Pg 34-39		Management
3-1		2.5 Pg. 32-36		Process for determining material issues
3-2		2.5. Pg.32		List of material aspects
3-3		4, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.8, 2.5, 5, 5.1.3, 5.2, 5.2.1, 5.2.2, 5.1.4, 5.5.5, 5.3.1, 5.3.2, 5.3.3, 5.5.1, 5.5.2, 5.5.3, 5.6, 6.3, 3.3, 3, 6, 6.4.2, 6.2, 6.3		Management of material topics
201-1		1.1 Pg. 8. MERLIN has measured, in addition to the value distributed to stakeholder groups, its contribution to society through the B4SI model (formerly LBG, London Benchmarking Group)		Direct economic value generated and distributed

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
201-3		MERLIN Properties does not have a pension plan, so this does not apply to the Group		Defined benefit plan obligations and other retirement plans
201-4		Pg 159. MERLIN Properties has not received significant financial support from government bodies		Financial assistance received from government
Indirect economic impacts
3		6.4. Pg 139-148		Management approach
203-1		Signing of the modification of the agreement with the Madrid City Council for the Renazca project (EUR 1.66 M)		Infrastructure investments and services supported
203-2		6.4.2. Pg 142- 148		Significant indirect economic impacts
Taxation
207-1		7.1. Pg 149 - 155		Approach to tax
207-2		7.1.1. Pg 149		Tax governance, control and risk management
20-3		7.1.3. CTT Pg 151-157		Stakeholder engagement and management of concerns related to tax
207-4		7.1.2. Pg 149-151		Country-by-country reporting

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
ENVIRONMENTAL PERFORMANCE
Energy
3		4.Pg 70 - 103		Management approach
302-1	Elec-Abs Elec-LfL DH&C-Abs DH&C-LfL Fuels-Abs Fuels-LfL	4.4. 78-81		Energy consumption within the organisation
302-2	Elec-Abs Elec-LfL DH&C-Abs DH&C-LfL Fuels-Abs Fuels-LfL	4.4. 78-81		Energy consumption outside of the organisation
302-3		4.4. 78-81		Energy intensity
G4-CRE1	Energy-Int	4.4. 78-81		Energy intensity of buildings
Water
3		4.Pg 70 - 103		Management approach
303-1		4.4. Pg 81		Interactions with water as a shared resource
303-2		4.4. Pg 81.Water from the assets is discharged to the municipal sanitation system, and is treated as domestic water discharge		Management of water discharge-related impacts
3 03-3	Water-Abs Water-LfL	4.4. Pg 81 Water is mainly withdrawn through the municipal water supply. Also, part of the water collected in the Marineda and Torre Chamartin assets comes from cisterns, and in Alvia there is a well.		Water withdrawal

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
G4-CRE2	Water-Int	4.4. Pg 81		Water consumption intensity of buildings
Emissions
3		4.5 Pg 85-94		Management approach
305-1	GHG-Dir-Abs GHG-Dir-LfL	4.5. Pg 85- 92		Direct GHG emissions (scope 1)
305-2	GHG-Indir-Abs GHG-Indir-LfL	4.5. Pg 85- 92		Indirect GHG emissions (scope 2)
305-3	GHG-Indir-Abs GHG-Indir-LfL	4.5 Pg 92-94		Indirect GHG emissions (scope 3)
305-4	GHG-Int	4.5. Pg 85-92		GHG emissions intensity
G4-CRE3	GHG-Int	4.5. Pg 85- 92		GHG emissions intensity of buildings
Effluents and waste
3		Pg 70-103		Management approach
306-3	Waste-Abs Waste-LfL	Pg 83		Waste by type and disposal method
Environmental compliance
3		Pg 70-103		Management approach
307-1 3		MERLIN Properties has not received any fines or sanctions		Non-compliance with environmental laws and regulations
SOCIAL PERFORMANCE - LABOUR PRACTICES AND DECENT WORK
Employment
3		5. Pg 103-128		Management approach

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
401-1	Emp-Turnover	Turnover                      5.1.3. Pg 111 New hires                5.6. Pg 125		New employee hires and employee turnover
401-2		5.2. Pg 114. 100% of employees have access to social benefits		Benefits provided to full-time employees that are not provided to temporary or part- time employees
401-3		Pg 119. 2 men and 6 women in 2025		Parental leave
Occupational health and safety
3		5.4. Pg 121-125		Management approach
403-1		5.4. Pg 121-125		Occupational health and safety management system
403-2		Pg 121. MERLIN has an external Occupational Risk Prevention Service that inspects the offices where employees work on an annual basis to assess the risks.		Hazard identification, risk assessment and incident investigation

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
403-3		Pg 121. MERLIN has an external Occupational Risk Prevention Service that inspects the offices where employees work on an annual basis to assess the risks and the adequacy of the facilities in terms of safety and occupational risk prevention		Occupational health services
403-4		Health and safety committees have not yet been formed		Worker participation, consultation, and communication on occupational health and safety
403-5		Pg 123. As part of the Welcome Pack, all employees receive mandatory training on Occupational Risk Prevention, receiving information on the risks of their jobs and the main mitigation measures.		Worker training on occupational health and safety
403-6		5.4. Safety, health and well-being of employees Pg. 121-122		Promotion of worker health

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
403-7		5.4. Safety, health and well-being of employees Pg. 121-122		Prevention and mitigation of occupational health and safety impacts directly linked by business relationships
403-9	H&S-Emp	MERLIN also ensures the health and safety of contractors who work on its refurbishment or construction projects. In 2020, the Group launched and continues to operate a reporting system that compiles information on occupational accidents recorded at its assets, including the type of accident, the number of days of sick leave involved and the corrective measures to be taken		Work-related injuries
G4-CRE6		Not applicable.		Percentage of the organisation operating in verified compliance with an internationally recognised health and safety management system
Training and education
3		5. Talent creation Pg 103-128		Management approach
404-1	Emp-Training	5.1.4 Training Pg. 125-128		Average hours of training per year per employee

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
404-2		5.1.4 Training Pg. 125-128		Programmes to improve employee skills and transition assistance programmes
404-3	Emp-Dev	100% of employees receive performance assessments once a year		Percentage of employees receiving regular performance and career development reviews
Diversity and equal opportunities
3		5.6 Diversity and equal opportunities		Management approach
405-1	Diversity-Emp	5.6 Diversity and equal opportunities Pg. 125-128		Diversity of governing bodies and employees
SOCIAL PERFORMANCE - SOCIETY
Local communities
3		6.4. Development and relationship with the environment Pg. 139-148		Management approach
413-1	Comty-Eng	6.4.2. Social initiatives Pg. 142-144 In all assets, dialogue and participation mechanisms have been developed, as described in the management approach		Operations with local community engagement, impact assessments, and development programmes
413-2		Not applicable		Operations with significant actual and potential negative impacts on local communities

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
G4-CRE7		No one has had to be displaced or resettled		Number of people voluntarily and involuntarily displaced and/or resettled by the Group’s activities, broken down by project
Anti-corruption
3		3. Foundations and practices of responsible management Pg. 39-70		Management approach
205-1		3.3 Ethics and compliance Pillars of Exemplary Business Conduct Pg. 63-70 Risks in general, including corruption, are assessed through the Group’s Risk Management System.		Operations assessed for risks related to corruption
205-2		3.3 Ethics and compliance Pillars of Exemplary Business Conduct Pg. 63-70		Communication and training about anti- corruption policies and procedures
205-3		No cases of corruption have been detected		Confirmed incidents of corruption and actions taken
Anti-competitive behaviour
3		3. Foundations and practices of responsible management Pg 39-70		Management approach
206-1		MERLIN Properties has not received any lawsuits for anti- competitive behaviour		Legal actions for anti- competitive behaviour, anti-trust, and monopoly practices

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
Socioeconomic compliance
3		3. Foundations and practices of responsible management		Management approach
419-1 5		MERLIN Properties has paid EUR 8,343.18 in penalties.		Non-compliance with laws and regulations in the social and economic area
SOCIAL PERFORMANCE - RESPONSIBILITY OVER PRODUCTS
Customer health and safety
3		5.4. Safety, health and well-being of employees		Management approach
416-1		MERLIN assesses the potential health and safety impacts of all its assets on their occupants (tenants and users).		Assessment of the health and safety impacts of product and service categories
416-2	H&S-Comp	We have not been notified of any incident of non-compliance with health and safety regulations has been detected		Incidents of non- compliance concerning the health and safety impacts of product and service
Product and service labelling
3		-		Management approach
417-2		Not applicable		Incidents of non- compliance concerning product and service information and labelling
G4- CRE8	Cert-Tot	4.8. Validation of MERLIN’s commitments by independent third parties Pg. 94-99		Type and number of sustainability certification, rating and labelling schemes for new developments, management, occupation and refurbishment

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Information on management approach and indicators	EPRA Sustainability Performance Measures	Page or direct answer	Omissions	Description
Customer privacy
3		3.3 Ethics and compliance Pillars of Exemplary Business Conduct Pg 63- 70		Management approach
418-1		MERLIN Properties has not received any claims for breach of customer privacy or leak of customer data		Substantiated complaints concerning breaches of customer privacy and losses of customer data

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b. EPRA sBPR Table of Contents

EPRA Code	GRI Standard	Description	Page and/or direct answer
ENVIRONMENTAL PERFORMANCE INDICATORS
Elec-Abs	302-1	Total electricity consumption	203
Elec-LfL	302-1	Like-for-like total electricity consumption	203
DH&C-Abs	302-1	Total district heating & cooling consumption	203
DH&C-LfL	302-1	Like-for-like district heating & cooling consumption	203
Fuels-Abs	302-1	Total fuel consumption	203
Fuels-LfL	302-1	Like-for-like fuel consumption	203
Energy-Int	CRE1	Energy intensity of buildings	203
GHG-Dir-Abs	305-1	Direct greenhouse gas (GHG) emissions	216
GHG-Indir-Abs	305-2	Indirect greenhouse gas (GHG) emissions	216
GHG-Int	CRE3	Greenhouse gas (GHG) emissions intensity from energy consumption of buildings	216
Water-Abs	303-1	Total water consumption	210
Water-LfL	303-1	Like-for-like water consumption	210
Water-Int	CRE2	Water consumption intensity of buildings	210
Waste-Abs	306-3	Total weight of waste by disposal method	214
Waste-LfL	306-3	Like-for-like weight of waste by disposal method	214
Cert-Tot	CRE8	Type and number of sustainably certified assets	217
SOCIAL PERFORMANCE INDICATORS
Diversity-Emp	405-1	Employee gender diversity	106
Diversity-Pay	405-2	Ratio of basic salary and remuneration of women to men	119
Emp-Training	404-1	Average hours of training per year per employee	113
Emp-Dev	404-3	Percentage of employees receiving regular performance and career development reviews	MERLIN Properties employees receive continuous feedback from their managers and have direct and constructive communication with them to help them progress in their professional development. In addition, 100% of employees are evaluated each year by area managers and senior management. The results of this evaluation determine the distribution of variable remuneration
Emp-Turnover	401-1	New employee hires and employee turnover	117 . In 2025 there were a total of 29 departures. The voluntary turnover rate in 2025 was 11%.
H&S-Emp	403-2	Employee health and safety	121

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EPRA Code	GRI Standard	Description	Page and/or direct answer
H&S-Asset	416-1	Assessment of the health and safety of the assets	121 MERLIN assesses the potential health and safety impacts of all its assets on their occupants (tenants and visitors).
H&S-Comp	416-2	Compliance with health and safety regulations concerning the assets	No incident of non-compliance with health and safety regulations has been detected
Comty-Eng	413-1	Community engagement, impact assessments and development programmes	142 In all assets, dialogue and participation mechanisms have been developed, as described in the management approach.
GOVERNANCE PERFORMANCE INDICATORS
Gov-Board	2-9	Governance structure and composition	43 -45 More information on this indicator can be found in the Annual Corporate Governance Report (ACGR).
Gov-Selec	2-10	Appointing and selecting members of the highest governance body	The processes for appointing and selecting members of the highest governing body and its committees are described in the Annual Corporate Governance Report (ACGR) and are established in the Group’s Director Selection Policy
Gov-CoI	2-15	Management of conflicts of interest	Section 28 of the Board Regulations sets out the mechanisms established to prevent and manage potential conflicts of interest

⁶¹ EPRA Sustainability Performance Measures.

⁶² The scope excludes the Barcelona ZAL Port assets, as they constitute a non-controlling interest.

⁶³ The full definition of the above KPIs is given in detail in chapter 8.b. "EPRA sBPR Table of Contents" of this report.

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Appendix I. Environmental performance reporting in accordance

with the EPRA Sustainability Best Practices Recommendations

(sBPR)

MERLIN’s environmental performance report on its assets was prepared in accordance with the EPRA

Sustainability Best Practice Recommendations (3rd edition, 2017). In line with these

recommendations, the following tables include the environmental KPIs of MERLIN’s assets, as

established by the EPRA in these Guidelines 61. The tables reflect the environmental performance of

the assets in terms of energy consumption, greenhouse gas (GHG) emissions, water withdrawal and

waste generation, and the percentage of assets with environmental certification.

Key concepts

In accordance with the recommendations in the EPRA sBPR Guidelines, only assets in operation in

2025 have been included in the reporting scope for calculating MERLIN's environmental performance

information.

In particular, and in view of their strategic importance to the Group's overall assets, environmental

performance information for the offices, logistics assets, shopping centres, and data centres has been

included, in that order, based on the floor area in each portfolio, and the calculation excludes any

asset in which it holds a non-controlling interest 62. In addition, information on the environmental

performance of its own offices, and properties leased by the Group for the LOOM space, is reported

separately.

Based on the EPRA sBPR Guidelines, MERLIN also reports on a series of environmental indicators or

KPIs (integrated in the EPRA Sustainability Performance Measures). These KPIs cover information on

energy consumption, GHG emissions, water withdrawal and waste generation 63.

There are two types of KPI: Absolute KPIs and like-for-like KPIs. Absolute KPIs are calculated in terms

of the total asset portfolio, while like-for-like KPIs are calculated considering only assets that have

been in continuous operation for the last three years.

In addition, some of the KPIs are calculated in terms of energy consumption intensity, GHG emissions

and water consumption. These KPIs are calculated as the ratio of the absolute or like-for-like value of

consumption or GHG emissions and the reported floor area for that consumption or those GHG

emissions.

Information on the coverage of each KPI is also included throughout the environmental report.

Coverage is defined as the proportion of assets for which there is information available to calculate

each KPI, expressed in this Statement of Non-Financial Information in terms of number of assets.

For more accurate performance management of its assets in terms of energy consumption efficiency,

water withdrawal and carbon footprint, MERLIN separates the data for these KPIs by type of

property:

⁶⁴ Appendix III contains a list of the assets included in the reporting of this type of environmental performance information.

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• Assets over which the Group exercises operational control. These are generally multi-tenant

assets where the Group continuously assesses their environmental impact to take the

relevant steps to monitor and reduce environmental impacts.

• Assets over which the Group does not exercise operational control. For these single-tenant

assets, MERLIN’s name is on the power and water utility contracts, so it is able to collect the

data to record the environmental performance of these assets. However, consumption

tracking is handled by the lessee.

• MERLIN’S corporate headquarters and LOOM spaces leased by the Group (only information

on energy consumption and GHG emissions is available for these properties).

Regarding the KPIs related to the amount of waste generated, MERLIN collects waste from the assets

included in its ISO 14001 Corporate Environmental Management System (except in those cases

where this is handled by the owners’ associations), and from other assets that are not included in the

Environmental Management System. MERLIN therefore reports on these KPIs for all of the assets

where it is responsible for waste management.

In general terms, the KPIs are calculated using the based on the invoices issued by power, water, and

waste collection utility service providers and refrigerant gas recharge reports. The estimates

calculated were all immaterial. Furthermore, in the case of assets that form part of an owner’s

association, the coefficient of ownership is applied to the energy and water consumption data. In

these cases, the surface area taken into account in the calculations represents the proportional part

of the coefficient of MERLIN’s ownership or expense in the asset.

Energy consumption

Energy consumption at assets over which MERLIN exercises operational control

MERLIN has like-for-like energy consumption information for 76 office assets, 12 shopping centres,

and 28 logistics warehouses, and absolute data for 81 office assets, 12 shopping centres, and 30

logistics warehouses, and 3 data centres 64. The coverage area of the information on energy

consumption is broken down below.

	Like-for-Like portfolio		Absolute portfolio
	Reported surf.		Reported surf.		% area covered (surface)
Offices	813,479	sqm	894,745	sqm	76%
Logistics warehouses	436,333	sqm	817,152	sqm	54%
Shopping centres	476,634	sqm	476,634	sqm	100%
Data center	0	sqm	66,389	sqm	100%
Total	1,726,446	sqm	2,254,921	sqm	70%

⁶⁵ Assets that have been operating continuously for the last three years are included.

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Broken down by country, the floor area covered in Spain is 2,125,886 sqm in absolute terms and

1,611,230 sqm in Like for Like terms, and in Portugal it is 129,035 sqm and 115,216 sqm respectively.

It can also be noted that the source of energy consumption data depend on the type of asset and the

type of energy source. The following distinctions are made when it comes to calculating electricity

usage:

• Assets where MERLIN controls the total electricity used throughout the building, including

common areas and tenant (or private) areas. In these cases, coverage is calculated based on

the surface area of the corresponding asset.

• Assets where MERLIN controls the electricity used for lighting the common areas and running

the air conditioning systems of the entire asset. In these cases, it is also calculated based on

the surface area of the corresponding asset.

• Assets where MERLIN only controls the electricity consumed in the common areas. In these

cases, coverage is calculated based only on the surface area of the corresponding asset

common areas.

Energy consumption information for fuel and district heating & cooling is available for the overall

asset.

The following district heating & cooling cases were compiled:

• Assets where MERLIN controls the total electricity used throughout the building, including

common areas and tenant (or private) areas. In these cases, coverage is calculated based on

the surface area of the corresponding asset.

• Assets where MERLIN controls the electricity consumed in the common areas only. In these

cases, coverage is calculated based only on the surface area of the corresponding asset

common areas.

For both the like-for-like portfolio and the absolute portfolio, the highest share of energy

consumption comes from the grid, with a much smaller proportion from the use of fuel (diesel or

natural gas) for some of the offices, shopping centres and data centre within the reported coverage.

To a lesser extent, it also includes absolute district heating & cooling consumption at four office

assets in Barcelona, Torre Glòries, Pere IV, and the Poble Nou 22@ business park, connected to the

Districlima network and PLZFA connected to the Ecoenergies network, and at three assets in

Portugal, Central Office, Torre Zen, and Arts, connected to the Climaespaço network.

With regard to the energy consumption of Like for Like assets 65, the level of 2024, has been

maintained, with a slight variation of 2.3%, mainly due to the increase in occupancy in offices, activity

in logistics and footfall in shopping centres, and mitigated continuing the adoption of energy saving

measures in both 2024 and 2025.

Energy consumption at like-for-like assets in 2025 was 113,375,202 kWh, of which 60% was at offices,

29% at shopping centres, and the rest (10%) at logistics assets. Broken down by type of energy

source, 95,708,538 kWh came from electricity (84%), 9,809,139 from natural gas (9%), 2,476,872

kWh from diesel fuel and gasoil (2%) and 5,380,654 kWh from District Heating & Cooling (5%). As

regards consumption by country, 104,610,524 kWh was in Spain, and (92%) and 8,764,678 was in

Portugal (8%).

In the like-for-like office portfolio, energy consumption was 68,402,759 a consumption 1.7% higher

than 2024. This consumption was 78% from electricity, 11% from natural gas, 4% diesel fuel and

gasoil, and 8% District Heating & Cooling. In the like-for-like logistics assets, energy consumption was

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11,759,673 kWh (all electricity) compared to 11,654,940 kWh in 2024. The energy consumed at

shopping centres was 33,212,771 kWh, up 4.2% from 2024, broken down into 92% electricity and 8%

natural gas.

In 2025 absolute energy consumption was similar to that in 2024. Absolute Energy consumption in

2025 was 195,830,616 kWh among offices (39%), logistics warehouses (7%), shopping centres (17%)

and data centres (38%). By type of energy source, 175,778,776 kWh came from electricity (90%),

10,267,254 kWh from natural gas (5%), 3,814,132 kWh from dieselC/B (5%) and 5,970,454 kWh from

District Heating & Cooling (3%).By country, energy consumption in Spain accounted for 185,289,000

kWh (95%)and in Portugal 10,541,616 kWh (5%).

Absolute energy consumption for the office portfolio in 2025 was 75,521,432.57 kWh, an increase of

3.99% with respect to 2024. The breakdown of this energy consumption was 79% electricity, 9%

natural gas, 5% diesel fuel and gasoil, and 8% District Heating & Cooling. Energy consumption for the

like-for-like logistics assets was 13,167,589 kWh (all electricity, except for the fuel generators),

compared with 12,592,986 kWh in 2024. The energy consumed at shopping centres was 33,212,771

kWh, up 4.2% on 2024, broken down into (92%) electricity and (8%) natural gas. The energy

consumed at data centres was 8,926,799 kWh, broken down into (98%) electricity and (2%) natural

gas.

Energy intensity in the like-for-like portfolio was 76.56 kWh/sqm, up 0.2% on 2024, and in the

absolute portfolio it was 67.60 kWh/sqm, up 3.6% from 2024.

For Data Centres, the energy intensity in 2025 with respect to contracted power was 198.31 kWh/

kW.

Generation of renewable energy for self-consumption in assets under operational control in 2025

was 5,720 kWh; 2,516 kWh at office assets, 2,450 kWh at shopping centres, and 359 at logistics

assets and 395 MWh at data centres. In addition, 583 kWh produced at logistics buildings (546 kWh)

and at office buildings (37 kWh) were fed into the grid. These assets are included in Project SUN, with

the number of photovoltaic generation facilities expected to increase in the coming years.

MERLIN continued to increase the share of renewable electricity purchased from green energy

suppliers for assets under its operational control. Electricity consumption from these types of

suppliers totalled 99.98% in 2025, similar to the value for the previous year.

In terms of other energy sources used by the assets, district heating & cooling energy consumption is

partially renewable (3,537,304 kWh) and partially non-renewable (2,433,150 kWh). With regard to

energy consumption from fuels, 1,625,000 KWh came from entirely non-renewable sources.

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Energy consumption for MERLIN Properties’ portfolios (under operational control)

EPRA Code	Indicator and units			Total  MERLIN					Offices					Shopping centres					Logistic assets					Data Centers
				Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like
				2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evo l.	2025	2024	2025	2024	Evol.
Elect- Abs, Elect-LfL	Electricity (kWh)	Electricity consumption	Common areas	36,459,115	24,971,817	23,764,707	23,482,397	1.2%	15,219,827	14,565,503	13,721,518	13,273,935	3.4%	9,234,251	9,419,230	9,234,251	9,419,230	-2.0%	951,071	901,797	808,937	789,232	2.5%	11,053,965	85,286	0	0
			Tenant space	139,319,661	83,500,525	71,943,830	70,905,630	1.5%	44,075,44 4	42,787,053	39,580,753	39,460,98 2	0.3%	21,417,717	20,578,939	21,417,717	20,578,939	4.1%	12,211,143	11,691,189	10,945,361	10,865,709	0.7%	61,615,357	8,443,343	0	0
		Electricity from renewable sources (%)		99.98%	99.98%	99.97%	99.97%		99.97%	99.98%	99.97%	99.97%		99.96%	99.96%	99.96%	99.96%		100.00%	100.00%	100.00%	100.00%		100.00%	—%	—%	—%
		Total electricity consumption		175,778,776	108,472,34 2	95,708,538	94,388,027	1.4%	59,295,271	57,352,556	53,302,271	52,734,917	1.1%	30,651,968	29,998,169	30,651,968	29,998,169	2.2%	13,162,214	12,592,98 6	11,754,298	11,654,940	0.9%	72,669,323	8,528,630	0	0
DH&C- Abs, DH&C- LfL	District heating & cooling (kWh)	Electricity consumption	Common areas	2,374,198	2,104,633	2,303,422	2,104,633	9.4%	2,374,198	2,104,633	2,303,422	2,104,633	9.4%	0	0	0	0		0	0	0	0		0	0	0	0
			Tenant space	3,596,256	3,523,232	3,077,232	3,523,232	-12.7%	3,596,256	3,523,232	3,077,232	3,523,232	-12.7%	0	0	0	0		0	0	0	0		0	0	0	0
		District heating & cooling from renewable sources (%)		59%	67%	66%	74%		59%	67%	66%	74%		—%	—%	—%	—%		—%	—%	—%	—%		—%	—%	—%	—%
		Total district heating & cooling consumption		5,970,454	5,627,865	5,380,654	5,627,865	-4.4%	5,970,454	5,627,865	5,380,654	5,627,865	-4.4%	0	0	0	0		0	0	0	0		0	0	0	0
Fuels- Abs, Fuels-LfL	Fuel (kWh)	Fuel	Common areas	3,349,563	2,416,123	2,047,384	1,315,109	55.7%	206,449	0	163,771	0		1,878,237	1,315,109	1,878,237	1,315,109	42.8%	5,375	0	5,375	0		1,259,501	1,101,013	0	0
			Tenant space	10,731,824	10,199,143	10,238,627	9,473,759	8.1%	10,049,25 9	9,641,762	9,556,062	8,916,378	7.2%	682,565	557,381	682,565	557,381	22.5%	0	0	0	0		0	0	0	0
		Fuel from renewable sources (%)		12%	—%	—%	—%		—%	—%	—%	—%		63%	—%	—%	—%		—%	—%	—%	—%		—%	—%	—%	—%
		Total fuel consumption		14,081,386	12,615,266	12,286,011	10,788,868	13.9%	10,255,707	9,641,762	9,719,834	8,916,378	9.0%	2,560,802	1,872,490	2,560,802	1,872,490	36.8%	5,375	0	5,375	0		1,259,501	1,101,013	0	0
Energy- Int	Energy intensity (kWh/sqm)			67.6	65.3	76.6	76.4	0.2%	81.5	79.6	84.0	85.2		69.7	67.8	69.7	67.8		32.9	30.6	61.9	61.3		0.0	0.0	0.0	0.0
	Energy intensity (kWh/Kw hired)			0	0	0	0		0	0	0	0		0	0	0	0		0	0	0	0		198	0	0	0
Coverage (based on number of assets)				126	132	116	116		81	86	76	76		12	12	12	12		30	31	28	28		3	3	0	0
% of data estimated				—%	—%	—%	—%		—%	—%	—%	—%		—%	—%	—%	—%		—%	—%	—%	—%		—%	—%	—%	—%

⁶⁶ Appendix III contains a list of the assets included in the reporting of this type of environmental performance information.

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Energy consumption at assets over which MERLIN does not exercise operational control

With regard to the assets not under MERLIN's operational control (single-tenant), the Group has like-

for-like information on energy consumption for 3 logistics warehouse and 1 office assets and

absolute information for 1 office assets and 12 logistics warehouses 66 (all located in Spain). The table

below shows the coverage area of the information on energy consumption.

	Like-for-Like portfolio		Absolute portfolio
	Reported surf.		Reported surf.		% area covered (surface)
Offices	10,521	sqm	10,521	sqm	1%
Logistics warehouses	118,156	sqm	379,305	sqm	23%
Shopping centres	0	sqm	0	sqm	—%
Total	128,677	sqm	389,826	sqm	11%

Absolute energy consumption for assets not under the Company's operational control was

25,397,677 kWh in 2025, 2% for offices and 98% for logistics warehouses. Consumption has been

almost entirely electricity (99%) compared with fuel, which accounts for 1% of energy consumption

and is reported in office assets. Electricity consumption has been distributed in a proportion of 99%

in logistics warehouses and the remaining 1% in offices.

In the like-for-like portfolio (made up of one logistics asset), energy consumption was 4,078,036 kWh,

96% of which corresponds to electricity and 4% to natural gas. This consumption was 7.7% lower

than in 2024.

Energy intensity in the absolute portfolio was 45.3 kWh/sqm and 31.7 kWh/sqm in the Like-for-Like

portfolio.

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Management  Report - Statement of Non-Financial Information 2025

Energy consumption for MERLIN Properties’ portfolios (not under operational control)

EPRA code	Indicator and units		Total  MERLIN					Offices					Shopping centres					Logistic assets
			Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like
			2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.
Elect- Abs, Elect- LfL	Electricity (kWh)	Electricity consumption	25,225,386	10,773,390	3,908,967	3,630,279	8%	298,985	2,457,330	221,094	1,189,379	-81%	0	0	0	0		24,926,401	8,316,061	3,687,873	2,440,901	51%
		Electricity from renewable sources (%)	92%	81%	100%	100%	—%	100%	65%	100%	64%	57%	0%	0%	0%	0%		92%	50%	100%	66%	51%
DH&C- Abs, DH&C- LfL	District heating & cooling (kWh)	Total district heating & cooling consumption	0	0	0	0		0	0	0	0		0	0	0	0		0	0	0	0
		Fuel from renewable sources (%)	0%	0%	0%	0%		0%	0%	0%	0%		0%	0%	0%	0%		0%	0%	0%	0%
Fuels- Abs, Fuels- LfL	Fuel (kWh)	Total fuel consumption	172,291	704,768	169,069	170,561	-1%	172,291	170,561	169,069	170,561	-1%	0	0	0	0		0	0	0	0
		District heating & cooling from renewable sources (%)	0%	0%	0%	0%		0%	0%	0%	0%		0%	0%	0%	0%		0%	0%	0%	0%
Energy- Int	Energy intensity (kWh/sqm)		45.3	24.7	31.7	32.0		12.5	49.2	37.1	57.6	-36%	0.0	0.0	0.0	0.0		52.1	23.1	31.2	28.9
Coverage (based on number of assets)			13	11	3	3		1	2	1	1	0%	0	0	0	0		12	9	3	3
% of data estimated			9%	0%	9%	0%		0%	0%	0%	0%		0%	0%	0%	0%		0%	0%	0%	0%

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Electricity consumption at MERLIN’s corporate headquarters and LOOM spaces

MERLIN has corporate headquarters in Madrid, Barcelona and Lisbon. Given that the Madrid

headquarters, with a surface area of 2,412 sqm, are the most representative, the energy

consumption figures for that office are reported below. Electricity consumption was 208,582

kWh,which indicates a consumption intensity of 86.48 kWh/sqm, a decrease of 6% compared with

2024, with no fuel consumption at this building.

In addition, the Company has two buildings, of which it is the tenant, that exclusively host FlexSpace

areas as part of the LOOM brand (Fábrica de Tapices and Huertas). Of these properties, the Group

has control of the electricity consumption in Huertas, with a total surface area of 1,100 sqm, 1,100

sqm, and sqm, respectively.

In 2025, an electricity consumption of 174,392 kWh (174,392 kWh), an increase of 1.4% compared to

2024 (474,942 kWh). Consumption intensity was 158.54 kWh/sqm. There is no fuel consumption at

these locations.

Energy consumption in the LOOM spaces leased in MERLIN's multi-tenant buildings was 1,821,418

kWh, broken down between electricity (65%), natural gas (8%) and district heating&cooling (27%).

⁶⁷ The energy consumption figures for the corporate headquarters do not include fuel consumption, so the consumption

figures on the table refer exclusively to the electricity grid.

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Energy consumption at properties leased by LOOM

EPRA Code	Indicator		Buildings leased by LOOM
			2025	2024	Evol.
Elect-Abs, Elect-LfL	Electricity (kWh)	Total electricity consumption	174,392	171,990	1%
		Electricity from renewable sources (%)	100%	100%
Fuels-Abs, Fuels-LfL	Fuel (kWh)	Total fuel consumption	N/A	N/A
		Fuel from renewable sources (%)	N/A	N/A
Energy-Int	ENERGY INTENSITY (kWh/sqm)		158.54	156.35	1%
% of estimated data			0	0

Energy consumption at MERLIN Properties’ corporate headquarters 67

EPRA Code	Indicator		Buildings leased by LOOM
			2025	2024	Evol.
Elect-Abs, Elect-LfL	Electricity (kWh)	Total electricity consumption	208,582	221,483	-6%
		Electricity from renewable sources (%)	100%	100%
Fuels-Abs, Fuels-LfL	Fuel (kWh)	Total fuel consumption	N/A	N/A
		Fuel from renewable sources (%)	N/A	N/A
Energy-Int	ENERGY INTENSITY (kWh/sqm)		86.48	91.83	-6%
% of estimated data			0	0

⁶⁸ Appendix II contains a list of the assets included in the reporting of this type of environmental performance information.

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Water withdrawal

MERLIN has like-for-like information on water withdrawal at multi-tenant assets under its operational

control for 76 office assets, 26 logistics warehouses, and 12 shopping centres. There is absolute

information for 81 office assets, 30 logistics warehouses, 12 shopping centres, and 2 Data Centres 68.

The table below shows the information on water withdrawal and the corresponding floor area

coverage.

	Like-for-Like portfolio		Absolute portfolio
	Reported surf.		Reported surf.		% area covered (surface)
Offices	802,859	sqm	950,367	sqm	81%
Logistics warehouses	396,742	sqm	469,459	sqm	31%
Shopping centres	476,634	sqm	476,634	sqm	100%
Data center	0	sqm	44,639	sqm	67%
Total	1,676,236	sqm	1,941,100	sqm	60%

By country, the surface area covered for water withdrawal in Spain was 1,812,065 sqm in the

absolute portfolio and 1,563,372 sqm in the like-for-like portfolio. In Portugal, that area was 129,035

sqm and 115,216 sqm, respectively.

For office and shopping centre assets, the source information available to MERLIN refers, as a general

rule, to the water withdrawal for the entire asset. However, the data for logistics assets sometimes

refers to common areas only and other times to the entire asset.

With regard to like-for-like performance data, the total volume of water withdrawal at the assets

under MERLIN's operational control in 2025 was 714,933 m3, broken down as follows: office assets

(41%), logistics warehouses (10%) and shopping centres (49%). Compared with 2024, there was a

6.3% increase.

In the like-for-like office portfolio, water withdrawal in 2025 was 290,155 m3, a 4% difference

compared with 2024. At the logistics warehouses, water withdrawal was 71,603 m3, down 67% from

2024. Lastly, the volume at shopping centres was 353,175 m3, up 1% from 2024.

In absolute terms, the volume of water withdrawal in 2025 was 741,326 m³ among offices (42.12%),

logistics warehouses (9.92% ) and shopping centres (47.64%) and data centres (0.32%). The absolute

volume of water withdrawal grew by 6.5% compared with 2024. By country, the volume of water

withdrawal was 683,854 m³ in Spain (92% of the total) and 57,473 m³ in Portugal (8% of the total).

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In the office portfolio, absolute water withdrawal in 2025 was 312,227 m3, up 3.5% from 2024; at the

logistics assets it was 73,518 m3, up 69% from 2024; and at the shopping centres it was 353,175 m3,

up 1.1% versus 2024.

Practically all water withdrawals come from the municipal network, representing a total volume of

725,650 m³ in absolute terms (99.4% of the total water withdrawn). Some of the water used at the

Marineda shopping centre in A Coruña and at the Torre Chamartín office asset comes from a

rainwater tank. There is a groundwater well at the Alvia business park asset. . The water withdrawal

data for these three assets comes from meter data, giving a total water withdrawal of about 4,507

m3 between the three assets.

Lastly, water withdrawal intensity in the like-for-like portfolio was 0.524 m3/sqm, up 6.19% from

2024, and in the absolute portfolio it was 0.475 m3/sqm, up 7% from 2024.

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Water withdrawal for MERLIN Properties’ portfolios (under operational control)

EPRA Code	Indicator and units	Total MERLIN					Offices					Shopping centres					Logistic assets					Data center
		Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like
		2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.
Water- Abs, Water- LfL	Water consumpti on in common areas (m3)	199,164	197,999	196,716	195,361	1%	37,022	42,058	34,815	39,668	-12%	152,189	148,612	152,189	148,612	2%	9,712	7,151	9,712	7,081	37%	241	177	0	0
	Water consumpti on in tenant spaces (m3)	542,163	498,400	518,217	477,157	9%	275,205	259,634	255,340	240,624	6%	200,986	200,814	200,986	200,814	—%	63,805	36,356	61,890	35,719	73%	2,166	1,597	0	0
	Water consumpti on in the entire building (m3)	741,326	696,399	714,933	672,518	6%	312,227	301,692	290,155	280,292	4%	353,175	349,426	353,175	349,426	1%	73,518	43,507	71,603	42,800	67%	2,407	1,775	0	0
	Total water consumpti on (m3)	741,326	696,399	714,933	672,518	6%	312,227	301,692	290,155	280,292	4%	353,175	349,426	353,175	349,426	1%	73,518	43,507	71,603	42,800	67%	2,407	1,775	0	0
Water- Int	Water consumpti on intensity (m3/sqm)	0.475	0.442	0.524	0.494		0.371	0.353	0.382	0.369		1.054	1.048	1.054	1.048		0.215	0.127	0.266	0.159		0.054	0.04	0.00	0.00
Coverage (based on number of assets)		122	127	114	114		81	86	76	76		12	12	12	12		27	27	26	26		2	2	0	0
% of data estimated		—%	—%	—%	—%		—%	—%	—%	—%		—%	—%	—%	—%		—%	—%	—%	—%		—%	—%	—%	—%

⁶⁹ Appendix III contains a list of the assets included in the reporting of this type of environmental performance information.

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Water withdrawal at assets over which MERLIN does not exercise operational control

MERLIN has absolute and like-for-like information on water withdrawal at single-tenant assets not

under its operational control for 4 office assets 69(all located in Spain). The table below shows the

information on water withdrawal and the corresponding floor area coverage.

	Like-for-Like portfolio		Absolute portfolio
	Reported surf.		Reported surf.		% area covered (surface)
Offices	48,189	sqm	48,189	sqm	4%
Logistics warehouses	0	sqm	0	sqm	0%
Shopping centres	0	sqm	0	sqm	0%
Total	48,189	sqm	48,189	sqm	1%

For assets not under MERLIN'S operational control, absolute water withdrawal from the municipal

network amounted in 2025 to 24,879 m³ (water withdrawal intensity of 0.254 m³/sqm), with office

assets accounting for all consumption. Consumption in 2025 was 18% higher than in 2024.

In 2025, the like-for-like portfolio, consumption was 23,652 m³ (water withdrawal intensity of 0.335

m³ /sqm), an increase of 12% on 2024.

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Water withdrawal for MERLIN Properties’ portfolios (not under operational control)

EPRA Code	Indicator and units	Total MERLIN					Offices					Shopping centres					Logistic assets
		Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like
		2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.
Water- Abs, Water-LfL	Total water consumpti on (m3)	24,879	21,048	23,652	21,048	12%	22,163	19,569	20,936	19,569	7%	0	0	0	0		2,716	1,479	2,716	1,479	84%
Water-Int	Water consumpti on intensity (m3/sqm)	0.254	0.298	0.335	0.298		0.239	0.300	0.321	0.300		0.000	0.000	0.000	0.000		0.510	0.278	0.510	0.278
Coverage (based on number of assets)		6	5	6	5		5	4	4	4		0	0	0	0		1	1	1	1
% of data estimated		0%	0%	0%	0%			0%		0%		0%	0%	0%	0%		0%	0%	0%	0%

MERLIN has no water data for its corporate headquarters or for the leased LOOM buildings.

⁷⁰ Appendix III contains a list of the assets included in the reporting of this type of environmental performance information.

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Waste management

For waste management, the Group has like-for-like information on 63 office assets, 11 shopping

centres, and 10 logistics warehouse, and it has absolute information on 79 office assets, 11 shopping

centres, 3 data centres and 10 logistic warehouse 70 (all located in Spain). The table below shows the

coverage area of the information on waste management.

	Like-for-Like portfolio		Absolute portfolio
	Reported surf.		Reported surf.		% area covered (surface)
Offices	764,074	sqm	764,074	sqm	65%
Logistics warehouses	36,234	sqm	169,030	sqm	11%
Shopping centres	416,441	sqm	416,441	sqm	87%
Data Centers	0	sqm	66,389	sqm	100%
Total	1,216,750	sqm	1,415,935	sqm	44%

In 2025 , assets in the like-for-like portfolio accounted for a total of 7,540 tonnes of waste, 99.7% of

which was non-hazardous waste and the remainder hazardous. The assets in the absolute portfolio

accounted for 7,641 tonnes of waste, 99.5% of which was non-hazardous waste and the remainder

hazardous.

There was an overall decrease in the like-for-like waste managed in 2025 compared with 2024 (4%).

This decrease was mainly due to non-hazardous waste managed in shopping centres and offices.

Moreover, in absolute terms, in 2025 compared to 2024 there was a 3% decrease in the amount of

waste managed. This was a slightly lower decrease than in the like-for-like portfolio.

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Waste generation at assets managed by MERLIN

EPRA Code	Indicator	Total MERLIN					Offices					Shopping centres					Logistics assets					Data Centers
		Absolute		Like-for-like			Absolute		Like-for-like			Absolute		Like-for-like			Absolute		Like-for-like			Absolute		Like-for-like
		2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol	2025	2024	2025	2024	Evol	2025	2024	2025	2024	Evol	2025	2024	2025	2024	Evol
Waste- Abs,	Total generation of non- hazardous waste (t)	7,600.7	7,843.4	7,519.2	7,813.8	-4%	287.9	298.2	250.4	276.0	-9%	6,783.5	7,064.0	6,783.5	7,064.0	-4%	485.3	473.8	485.3	473.8	2%	43.89	7.4	0.00	—%
Waste- LfL	Total generation of hazardous waste (t)	40.3	11.1	21.2	7.8	171%	3.9	3.6	3.4	2.8	21%	17.8	4.8	17.8	4.8	269%	0.0	0.2	0.0	0.2	-100%	18.63	2.4	0.00	—%
	Waste to be eliminated (t)	653.0	1,777.2	626.0	1,770.3	-65%	42.9	36.7	30.2	29.7	2%	521.4	1,584.9	521.4	1,584.9	-67%	74.4	155.7	74.4	155.7	-52%	14.33	0.0	0.00	—%
	Waste to be recovered through energy (t)	1,344.8	890.0	1,312.9	882.4	49%	64.2	43.9	51.0	36.6	39%	1,144.8	736.4	1,144.8	736.4	55%	117.1	109.4	117.1	109.4	7%	18.80	0.3	0.00	—%
	Waste to be recovered (t)	9.5	6.0	9.1	5.4	69%	3.4	2.5	3.1	2.1	49%	6.0	3.3	6.0	3.3	81%	0.0	0.0	0.0	0.0		0.05	0.2	0.00	—%
	Waste to be recycled (t)	5,633.6	5,181.2	5,592.4	5,163.5	8%	181.3	218.8	169.4	210.4	-19%	5,129.1	4,744.3	5,129.1	4,744.3	8%	293.8	208.9	293.8	208.9	41%	29.35	9.3	0.00	—%
Coverage (based on number of assets)		103 of  181	103 of  181	84 of 84	84 of 84		79 of 109	79 of 109	63 of 63	63 of 63		11 of 10	11 of 12	11 of 11	11 of 11		10 of 57	10 of 57	10 of 10	10 of 10		3 de 3	3 de 3	—%	—%
% of data estimated		0%	0%	0%	0%		0%	0%	0%	0%		0%	0%	0%	0%		0%	0%	0%	0%		0%	0%	0%	0%

There is no information available on waste generation at corporate headquarters or the LOOM buildings.

⁷¹ Scope 1 emissions were calculated using the factors recommended by the Spanish Ministry for Ecological Transition and

Demographic Challenge (MITERD). Scope 2 location-based emissions for the electricity consumption were calculated using

the emission factor of the electricity mix for Spain and Portugal. The emission factor for the electricity mix is a rate that

represents the CO2 emission intensity associated with generating the electricity that is consumed. Therefore, it is a

significant indicator of the ratio of low carbon energy sources to the country’s total electricity production.

Scope 2 location-based emissions from district heating were obtained from the emission factor provided by Districlima, and

emissions from district cooling were obtained using the emission factor for the Spanish electricity mix and a grid loss

percentage of 10%.

⁷² Includes fuel consumption and refrigerant gas recharges.

⁷³ Includes electricity consumption and district heating & cooling.

⁷⁴ The 2025 factor for Spain was obtained from the information published by Red Eléctrica de España (REE), while for the

factor for Portugal was taken from the data published by the Energy Observatory sponsored by the Portuguese Ministry of

Environment and Climate Action.

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Scope 1 and scope 2 greenhouse gas (GHG) emissions

GHG emissions at assets over which MERLIN exercises operational control

First, applying the location-based calculation method 71 to the like-for-like portfolio, the sum of Scope

1 and Scope 2 GHG emissions was 8,848 tCO2eq, 2% lower than in 2024. Specifically, direct emissions

(Scope 1), including emissions from fuel consumption and refrigerant gas recharges at the assets,

amounted to 1,937 tCO2eq. Indirect emissions (Scope 2) associated with the generation of electricity

consumed and District Heating & Cooling consumption at the assets amounted to 6,910 tCO2eq.

In the breakdown of like-for-like emissions by portfolio, Scope 1 and 2 emissions from office assets

were 1,368 tCO2eq and 3,470 tCO2eq, respectively 84 tCO2eq of Scope 2 emissions in logistics

warehouses and 568 tCO2eq and 3,357 tCO2eq from shopping centres, respectively.

For the absolute portfolio, the sum of Scope 1 and Scope 2 location-based GHG emissions was 11,132

tCO2eq, 13.1% higher than in 2024. By scope, 2,328 tCO2eq were Scope 1 emissions 72 and the

remaining 8,804 tCO2eq were Scope 2 emissions 73. By asset type, absolute Scope 1 and Scope 2

emissions at office assets were 1,438 tCO2eq and 4,135 tCO2eq respectively in office assets and 109

tCO2eq of Scope 2 emissions from logistics warehouses, 568 tCO2eq and 3,357 tCO2eq in shopping

centres and 321 tCO2eq in Scope 1 and 1,203 tCO2eq Scope 2 emissions in data centres.

Compared with 2024 there was a significant decrease in Scope 1 emissions and an appreciable

increase in Scope 2 emissions, mainly due to the higher consumption from data centres and the

increase in the Spanish emission factor published by REE [Spain's grid operator].

Furthermore, by country, in absolute terms, Spain produced 8,690 tCO2eq of Scope 1 and Scope 2

GHG emissions (2,897 tCO2eq Scope 1 and 5,794 tCO2eq Scope 2), while Portugal produced 1,152

tCO2eq (48 tCO2eq Scope 1 and 1,105 tCO2eq Scope 2).

GHG emission intensity was 0.006 tCO2eq/sqm ( 4% lower than in 2024) for the like-for-like portfolio

and 0.006 tCO2eq (—% lower than in 2024) for the absolute portfolio.

Direct emissions from fuel consumption in assets under MERLIN’s operational control (scope 1) were

obtained following the recommendations of the Ministry of Ecological Transition and Demographic

Challenge (MITERD).

The location-based calculation method was used to determine the indirect emissions associated with

electricity consumption at assets under MERLIN’S operational control (Scope 2). For this calculation

MERLIN used the emission factors for the countries where its assets are located, Spain and

Portugal 74.

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Location-based greenhouse gas emissions for MERLIN Properties' portfolios (under its operational control)

EPRA Code	Indicator and units	Total MERLIN					Offices					Shopping centres					Logistic assets					Data center
		Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like
		2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.
-	Direct scope 1 emissions, refrigerant gases (tCO2eq)	1,899	2,398	1,839	2,365	-22%	1,385	1,901	1,327	1,901	-30%	513	463	513	463	11%	0	0	0	0		1	33	0	0
-	Direct scope 1 emissions, fuels (tCO2eq)	429	547	98	266	-63%	53	0	42	0		55	266	55	266	-79%	1	0	1	0		321	280	0	0
GHG-Dir-Abs, GHG-Dir-LfL	Direct scope 1 emissions (tCO2eq)	2,328	2,944	1,937	2,631	-26%	1,438	1,901	1,368	1,901	-28%	568	730	568	730	-22%	1	0	1	0		321	313	0	0
GHG-IndirAbs, GHG-Indir-LfL	Indirect scope 2 emissions (tCO2eq)	8,804	6,898	6,910	6,395	8%	4,135	3,629	3,470	3,153	10%	3,357	3,162	3,357	3,162	6%	109	98	84	79	6%	1,203	8	0	0
-	Total emissions - Scopes 1+2 (tCO2eq)	11,132	9,843	8,848	9,026	-2%	5,573	5,531	4,838	5,055	-4%	3,924	3,892	3,924	3,892	1%	111	98	85	79	8%	1,525	322	0	0
GHG-Int	EMISSIONS INTENSITY (tCO2eq/sqm)	0.006	0.006	0.006	0.006		0.006	0.006	0	0	-7%	0	0	0	0	-1%	0	0	0	0	8%	0	0	0	0
	EMISSIONS INTENSITY (tCO2eq/kW hired)	0.000	0.000	0.000	0.000		0.000	0.000	0	0		0	0	0	0		0	0	0	0		0	0	0	0
Coverage (based on number of assets)		131	131	115	115		87	85	75	75		12	12	12	12		29	31	28	28		3	3	0	0
% of data estimated		0%	0%	0%	0%		0%	0%	0%	0%		0%	0%	0%	0%		0%	0%	0%	0%		—%	—%	—%	—%

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Location-based greenhouse gas emissions for MERLIN's portfolios (not under its operational control)

EPRA Code	Indicator and units	Total MERLIN					Offices					Shopping centres					Logistic assets
		Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like			Absolute		Like for Like
		2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.	2025	2024	2025	2024	Evol.
-	Scope 3 emissions, refrigerant gases (tCO2eq)	0	0	0	0		0	0	0	0		0	0	0	0		0	0	0	0
-	Scope 3 emissions, fuels (tCO2eq)	34	35	34	35	-1%	34	35	34	35	-1%	0	0	0	0		0	0	0	0
-	Indirect scope 3 emissions, electricity (tCO2eq)	1,433	855	251	280	-11%	22	349	15	123	-88%	0	0	0	0		1,411	506	236	158	50%
GHG- IndirAbs, GHG-Indir- LfL	Total scope 3 emissions (tCO2eq)	1,467	890	285	315	-9%	56	384	49	157	-69%	0	0	0	0		1,411	506	236	158	50%
GHG-Int	EMISSIONS INTENSITY - Scope 3 (tCO2eq/ sqm)	0.005	0.003	0.003	0.003		0.004	0.011	0.005	0.015		0.000	0.000	0.000	0.000		0.005	0.003	0.003	0.003
Coverage (based on number of assets)		14	11	6	6		4	2	1	1							10	9	5	5
% of data estimated		0%	0%	0%	0%		0%	0%	0%	0%		0%	0%	0%	0%		0%	0%	0%	0%

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Directors' Report - Statement of Non-Financial Information 2025

Certificates

The table below details the number and types of asset certifications In each portfolio. They Include

energy certifications under Royal Decree 235/2013; LEED/BREEAM sustainable construction

certificates; and ISO 14001 and ISO 50001 Management Systems certifications.

The percentage of certified assets is calculated by surface area based only on the assets in operation

in the office, shopping centre, logistics and data centre portfolios and the WIP assets: Josefa Valcárcel

48, Churruca business park, Alfonso XI, Liberdade 195 and Cerro Gamos WIP business park. The

calculations did not include the Barcelona ZAL Port assets, other non-strategic assets, or the rest of

the WIP assets.

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Certificates

EPRA Code	Indicator and units	Total MERLIN		Offices		Shopping centres		Logistics assets		Data Center
		Absolute	Like-for-like	Absolute	Like-for-like	Absolute	Like-for-like	Absolute	Like-for-like	Absolute	Like-for-like
Cert-Tot	Energy certificates (% surface area)	99%	100%	97%	100%	100%	100%	100%	100%	100%	—%
	Coverage (based on number of assets)	180 of 183	121 of 121	111 of 113	78 of 78	12 of 12	12 of 12	55 of 55	31 of 31	3 de 3	0 de 0
	Sustainable building certificates (% surface area)	93%	90%	91%	97%	100%	100%	96%	100%	—%	—%
	Coverage (based on number of assets)	167 of 183	110 of 121	101 of 113	76 of 78	12 of 12	12 of 12	54 of 55	31 of 31	0 de 3	0 de 0
	Management systems (% surface area)	41%	66%	68%	90%	66%	66%	9%	27%	100%	—%
	Coverage (based on number of assets)	92 of 183	85 of 121	76 of 113	72 of 78	8 of 12	8 of 12	5 of 55	5 of 31	3 de 3	0 de 0

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Directors' Report – 2025 Statement of Non-Financial Information

Appendix II. Methodology for calculating scope 3 GHG emissions

In line with its Path to Net Zero strategy, in 2025, MERLIN enhanced its calculation of its Scope 3

indirect GHG emissions, those resulting from its activities at sources that are neither owned nor

controlled by the Company. MERLIN therefore calculated its GHG emissions in the most relevant

categories defined in the GHG Protocol based on the Group's lines of business

MERLIN Subcategories
Type of emission	GHG protocol category	Emissions (tCO2eq)	Operating assets (tCO2eq)	WIP (tCO 2eq)	Data Centre (tCO2eq)
Emissions related to the supply chain	1. Goods and services purchased	24,261	21,168	592	2,501
	2. Capital goods	167,198	51,535	25,849	89,814
	4. Upstream transport and distribution	3,726	1,736	444	1,546
Upstream emissions from fuels	3. Fuel and energy-related activities	972	794		178
Emissions from waste disposal and waste treatment	5. Waste generated from operations	4,046	4,034		12
Emissions related to business travel	6. Business travel	230	230
Emissions associated with employee commuting	7. Employee commuting	5,951	5,951
Emissions associated with assets where MERLIN is a tenant	8. Upstream leases	42	42
Emissions associated with assets where MERLIN is a landlord	13. Downstream leases	52,267	52,267
TOTAL		258,693	137,757	26,885	94,051
Surface area considered			3,969,671	952,335
Emissions intensity (tCO2eq/sqm)			0.035	0.028

⁷⁵ According to the GHG Protocol guidelines for electricity consumption, the buyer of the electricity (i.e., the party billed by

the electricity seller) is the one that controls the energy.

⁷⁶ GHG emissions associated with energy sources under MERLIN's control refer to the Scope 1 and Scope 2 GHG emissions

reported in the section of Appendix I titled "Scope 1 and Scope 2 greenhouse gas (GHG) emissions".

⁷⁷ Since energy certification reports are valid for 10 years, there are cases where the data on GHG emissions intensity

(kgCO2e/sqm) for an asset refer to equipment and systems that have already been replaced with more efficient ones

(especially on refurbishment projects). Consequently, on a global level the estimates are considered to provide an “upside”

value of the scope 3 GHG emissions of the portfolios.

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Category 13 - Downstream leased assets

Based on the emission intensity data per square metre (kgCO2eq/sqm) included in the energy

certifications for most of MERLIN'S strategic assets (as discussed in section 4.8 of this Statement of

Non-Financial Information, in the subsection titled "Energy rating of MERLIN'S assets"), MERLIN has

estimated GHG emissions from energy consumption at assets over which the Company does not

exercise operational control. Emissions of this type fall in category 13 of Scope 3 (called

"Downstream leases" in the GHG Protocol). The calculation focuses on the asset portfolios

designated as strategic, as they are most representative of the Group's assets (offices, logistics

assets, shopping centres, and data centres).

Given the characteristics of this type of emissions, GHG emissions in this category are calculated

using a location-based method (i.e., taking as the basis the electricity mix for the country where the

asset is located).

Depending on the type of asset, GHG emissions from energy sources managed and/or controlled by

tenants (scope 3, category 13 GHG emissions) may account for the total (see point 1 below) or only a

portion of the asset’s GHG emissions (see point 2). There are also some cases where MERLIN

manages and/or controls all of the asset’s energy consumption and, therefore, the scope 3, category

13 GHG emissions associated with that asset are zero (see point 3) 75.

1. In the case of single-tenant assets, the tenant has control over all of the fuel (if fuel is used for air

conditioning) and electricity consumption. Thus, based on the energy certification reports, the

GHG emissions of the asset as a whole were estimated and assigned to scope 3, category 13.

2. For most multi-tenant assets, the tenant has partial control over the electricity consumed at the

asset. Based on the energy certification reports, the GHG emissions from electricity consumption

(under the tenant’s control) were calculated and the GHG emissions were assigned to scope 3,

category 13 76.

3. For the remaining multi-tenant assets where the tenant does not control any of the asset's

energy sources, no estimates of the asset's GHG emissions are made.

In all cases, a GHG emissions intensity factor per square meter (kgCO2e/sqm), “updated” to 2025, is

obtained at the asset-to-asset level. This correction of the factor is critical to the calculations, as both

Spain and Portugal have experienced a sharp increase in energy generation from renewable sources

in recent years. The intensity factor is based on the GHG emissions intensity that appears on the

energy certification, considering both the year in which the certification report is issued, and the type

of energy sources used by the asset (electricity and fuel or only electricity) 77.

For assets that do not have an energy rating, an average emissions intensity factor was calculated

and considered for each strategic portfolio (offices, logistics assets and shopping centres).

In the particular case of single-tenant assets for which MERLIN has compiled energy consumption

data for 2025 based on invoices, which are in turn re-invoiced to the tenant (see the sub-section on

"Energy consumption at assets over which MERLIN does not exercise operational control" in

⁷⁸ See also Appendix III: "Breakdown of the environmental performance reporting scope". These assets are the ones marked

“Yes*” in the “Energy Report” column (“Yes” with an asterisk). "Yes*" (a "Yes" followed by an asterisk).

⁷⁹ The data on electricity losses in the transmission grid as a percentage of demand in Spain were obtained from the Red

Eléctrica de España (REE) 2022 Sustainability Report.

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Appendix I 78), GHG emissions were calculated by multiplying the consumption data on the invoices by

the same emission factors used to calculate the Scope 1 and Scope 2 emissions (using a location-

based method). In these specific cases, it was not necessary to create estimates from data on energy

ratings.

Estimated GHG emissions for this category were 52,267 tCO2eq. The breakdown among strategic

portfolios is 19,109 tCO2eq for offices, 20,602 tCO2eq for logistics assets, and 5,900 tCO2eq for

shopping centres and 6,656 tCO2eq for data centres. The table below shows the GHG emissions for

single-tenant assets and private energy consumption at multi-tenant assets:

Portfolio	Total scope 3, category 13 GHG emissions	Scope 3 by asset type
		Single-tenant	Multi-tenant (private energy consumption)
Offices	19,109 ton CO2e	7,267 ton CO2e	11,842 ton CO2e
Logistics warehouses	20,602 ton CO2e	8,600 ton CO2e	12,002 ton CO2e
Shopping centres	5,900 ton CO2e	0 ton CO2e	5,900 ton CO2e
Data center	6,656 ton CO2e	0 ton CO2e	6,656 ton CO2e
Total	52,267 ton CO2e	15,867 ton CO2e	36,400 ton CO2e

Other scope 3 categories

Emissions related to the supply chain

Using billing data from suppliers, in 2025 MERLIN estimated the Scope 3 emissions associated with its

supply chain (GHG Protocol categories 1, 2, and 4) based on its purchase data for 2025. The Group

has therefore followed an Environmentally-Extended Input-Output Model (based on the WIOD 2016

database), which takes into account national emission factors by activity sectors. Under this

approach, GHG emissions in 2025 were 195,186 tCO2eq.This category includes embodied carbon

incurred in the exercise of works in progress.

Upstream emissions from fuels

Category 3 of the GHG Protocol calculates GHG emissions from fuels consumed by MERLIN that occur

upstream (prior to combustion), GHG emissions associated with electricity losses during transport

and distribution, and upstream GHG emissions from fuels used in electricity generation 79. Applying

the above concepts yields GHG emissions of 972 tCO2eq for this category in the absolute portfolio.

Emissions from waste disposal and waste treatment

⁸⁰ In most cases, emission factors obtained from the report "Guia de càlcul d'emissions de gasos amb efecte d'hivernacle" of

the OCCC dated June 2024 have been used and in the rest DEFRA and Ademe have been used.

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Directors' Report – 2025 Statement of Non-Financial Information

GHG Protocol category 5 counts GHG emissions from waste treatment in facilities owned or operated

by third parties 80. Applying the above concepts yields GHG emissions of 4,306 tCO2eq for this

category in the absolute portfolio.

Emissions associated with business travel

GHG Protocol category 6 counts GHG emissions from the transportation of employees for business-

related activities in vehicles owned or operated by third parties, such as aircraft, trains, buses and

passenger cars, yielding GHG emissions for this category of 187 tCO2eq.

Emissions associated with employee commuting

In relation to emissions from employee commuting (category 7 of the GHG Protocol), MERLIN

calculated the emissions associated with the Group’s employees commuting to and from work and

those associated with MERLIN Hub users commuting to and from these assets.

To learn more about how MERLIN employees commute, the Group launched a survey to find out

about their commuting habits to and from work. Total GHG emissions in 2025 were therefore

estimated to be 274 tCO2eq, 0.93 tCO2eq per employee.

In addition to the calculations discussed in this section, GHG emissions produced by office workers at

the MERLIN Hub Madrid Norte (New Business Area A-1 in Madrid) were also estimated. To do so, the

Company used information from the Transport to Work Plans (TWP) prepared for this set of assets by

the Office of Sustainability and Mobility (OSM). The effects of the shuttle service arranged by MERLIN

(through the OSM) on the mobility of these users were also taken into account. The shuttle connects

key points in the city of Madrid with the group of offices that make up MERLIN Hub Madrid Norte.

Taking into consideration that there are an estimated 18,000 employees working at offices in this

area of Madrid, GHG emissions in 2025 stood at 5,677 tCO2eq (0.32 tCO2eq per employee).

The difference between the GHG emissions intensity ratio per employee in the case of MERLIN staff

compared to MERLIN Hub Madrid Norte employees is mainly due to a higher rate of remote working

among MERLIN Hub Madrid Norte employees compared to MERLIN employees.

These GHG emissions are associated with the commuting of MERLIN office users and, like the GHG

emissions produced by commuting MERLIN employees (reported in this section), they are assigned to

Scope 3, category 7 in accordance with GHG Protocol guidelines. However, both types of emissions

are reported separately, since the calculation of GHG emissions associated with the commuting of

the users of these assets is optional within this category.

Emissions associated with assets where MERLIN is a lessee

MERLIN also calculates scope 3, category 8 emissions as defined by the GHG Protocol by accounting

for emissions from assets where it is a lessee. This category includes GHG emissions associated with

electricity consumption at the Group’s corporate headquarters in Madrid and GHG emissions from

the LOOM Huertas location. Overall GHG emissions in this category in 2025, were 41.71 tCO2eq

(0.012 tCO2eq/sqm), broken down between the corporate headquarters (22.7 tCO2eq, 0.009

tCO2eq/sqm) and the LOOM location (19.0 tCO2eq, 0.017 tCO2eq/sqm).

Scope 3 emissions report in accordance with EPRA sBPR

⁸¹ Scope 2 market-based emissions are zero.

⁸² Scope 2 Market-based emissions are zero. Direct emissions include those emissions from mobile sources.

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Directors' Report – 2025 Statement of Non-Financial Information

Greenhouse gas emissions for properties leased by LOOM 81

EPRA Code	Indicator and units	Offices
		2025	2024	Evol.
GHG-Dir-Abs, GHG-Dir-LfL	Direct emissions – Scope 1 (t CO2eq)	N/A	N/A
GHG-Indir Abs, GHG-Indir- LfL	Indirect emissions - Scope 2 (t CO2eq)	19.0	17.7	7%
-	Total emissions – Scope 1+2 (t CO2eq)	19.0	17.7	7%
GHG-Int	EMISSIONS INTENSITY (t CO2 eq/m2)	0.017	0.016	7%
% of estimated data		—%	—%

Emissions in leased LOOM spaces in MERLIN multi-tenant buildings under the Location Based method

amount to 163.41 tCO2eq, split between Scope 1 (31.02 tCO2eq) and Scope 2 (132.40 tCO2eq). In

market based, emissions are reduced to 35.57 tCO2eq.

Greenhouse gas emissions for MERLIN Properties’ corporate headquarters 82

EPRA Code	Indicator and units	Offices
		2025	2024	Evol.
GHG-Dir-Abs, GHG- Dir-LfL	Direct emissions – Scope 1 (t CO2eq)	20.0	14.6	37%
GHG-Indir Abs, GHG-Indir-LfL	Indirect emissions - Scope 2 (t CO2eq)	22.7	22.8	—%
-	Total emissions – Scope 1+2 (t CO2eq)	42.7	37.4	14%
GHG-Int	EMISSIONS INTENSITY (t CO2 eq/ m2)	0.018	0.016	14%
% of estimated data		—%	—%

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Directors' Report - Statement of Non-Financial Information 2025

Appendix III. Breakdown of the environmental performance reporting scope

Asset name	Portfolio	No. of buildings	Surface area (sqm)	Energy report (GL)	Water report (sqm)	Waste report (tonnes)	Sustainable building certification	ISO 14001	ISO 50001	Energy classification
Torre Castellana 259	Offices	1	21,390	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Castellana 280	Offices	1	16,853	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Castellana 278	Offices	1	14,468		Yes*		LEED GOLD			Yes
Castellana 93	Offices	1	11,621	Yes	Yes	Yes	BREEAM VERY GOOD	Yes	Yes	Yes
Alcala 40	Offices	1	9,315							Yes
Principe de Vergara 187	Offices	1	11,710				LEED GOLD			Yes
Pedro de Valdivia 10	Offices	1	6,738	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Churruca business park	Offices	3	13,602		Yes*	Yes	LEED GOLD	Yes	Yes	Yes
Complejo Princesa business park	Offices	3	33,573	Yes	Yes	Yes	BREEAM GOOD	Yes	Yes	Yes
Juan Esplandiu 11-13	Offices	1	28,008	Yes	Yes	Yes	BREEAM GOOD	Yes	Yes	Yes
Eucalipto 33	Offices	1	7,301	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Eucalipto 25	Offices	1	7,368	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Santiago de Compostela 94	Offices	1	13,130	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Alvento business park	Offices	2	32,922	Yes	Yes	Yes	LEED SILVER	Yes	Yes	Yes
Cristalia	Offices	1	11,712	Yes	Yes	Yes		Yes	Yes	Yes
Puerta de las Naciones business park	Offices	4	39,150	Yes**	Yes**	Yes**	LEED PLATINUM(1)/ GOLD(3)	Yes (2)	Yes (2)	Yes
Ribera del Loira 60	Offices	1	54,960				LEED GOLD			Yes
Partenon 12-14	Offices	1	19,609	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Partenon 16-18	Offices	1	18,345	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Arturo Soria 128	Offices	1	3,226	Yes	Yes	Yes	BREEAM VERY GOOD	Yes	Yes	Yes
Torre Chamartin	Offices	1	18,295	Yes	Yes	Yes	LEED PLATINUM	Yes	Yes	Yes

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Asset name	Portfolio	No. of buildings	Surface area (sqm)	Energy report (GL)	Water report (sqm)	Waste report (tonnes)	Sustainable building certification	ISO 14001	ISO 50001	Energy classification
Elipse	Offices	1	7,515	Yes	Yes	Yes	BREEAM VERY GOOD	Yes	Yes	Yes
Fuente de la Mora	Offices	1	4,482	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Aquamarina	Offices	1	10,685	Yes	Yes	Yes	BREEAM VERY GOOD	Yes	Yes	Yes
Via Norte business park	Offices	6	37,224	Yes**	Yes**	Yes**	LEED GOLD (4)	Yes (5)	Yes (5)	Yes
Sanchinarro business park	Offices	2	17,191	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Las Tablas business park	Offices	3	27,184	Yes	Yes	Yes	LEED GOLD(1)/ BREEAM VERY GOOD (2)	Yes	Yes	Yes
Avenida de Burgos 210	Offices	1	6,176				LEED GOLD			Yes
Avenida de Burgos 208	Offices	1	1,200				LEED GOLD			Yes
Avenida de Bruselas 24	Offices	1	9,163	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Avenida de Bruselas 26	Offices	1	8,895	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Avenida de Bruselas 33	Offices	1	33,718				LEED GOLD			Yes
Avenida de Europa 1A	Offices	1	12,606		Yes*	Yes	LEED PLATINUM	Yes		Yes
Avenida de Europa 1B	Offices	1	10,523	Yes*	Yes*	Yes	LEED PLATINUM	Yes	Yes	Yes
Maria de Portugal T2	Offices	3	17,140	Yes	Yes	Yes	BREEAM VERY GOOD	Yes	Yes	Yes
Adequa business park	Offices	5	75,545	Yes	Yes	Yes	BREEAM VERY GOOD (2) /LEED PLATINUM(3)	Yes	Yes	Yes
Ática business park	Offices	4	23,405	Yes	Yes	Yes	LEED GOLD (3) / BREEAM GOOD (1)	Yes (3)	Yes(3)	Yes
Atica 5	Offices	1	9,526	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Atica 6	Offices	1	3,434	Yes	Yes					Yes
Atica XIX business park	Offices	3	15,411	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Cerro Gamos business park	Offices	3	21,221	Yes**	Yes	Yes	LEED GOLD	Yes (1)	Yes (1)	Yes
Alvia business park	Offices	3	23,567	Yes	Yes	Yes	LEED GOLD (1) / BREEAM GOOD (1)	Yes (2)	Yes (2)	Yes

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Asset name	Portfolio	No. of buildings	Surface area (sqm)	Energy report (GL)	Water report (sqm)	Waste report (tonnes)	Sustainable building certification	ISO 14001	ISO 50001	Energy classification
Diagonal 605	Offices	1	15,158	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Diagonal 514	Offices	1	10,263	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Diagonal 458	Offices	1	4,174	Yes	Yes	Yes		Yes	Yes	Yes
Balmes 236-238	Offices	1	6,187							Yes
Vilanova 12-14	Offices	1	16,494				LEED GOLD			Yes
E-Forum	Offices	1	5,190							Yes
Torre Glories	Offices	1	37,614	Yes	Yes	Yes	LEED GOLD / BREEAM EXCELLENT	Yes	Yes	Yes
Diagonal 199	Offices	1	5,934	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Poble Nou 22@ business park	Offices	4	31,337	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
WTC6	Offices	1	14,461	Yes	Yes		LEED GOLD	Yes	Yes	Yes
WTC8	Offices	1	14,597	Yes	Yes		LEED GOLD	Yes	Yes	Yes
PLZFB	Offices	1	10,541	Yes	Yes	Yes	BREEAM VERY GOOD	Yes	Yes	Yes
Sant Cugat I	Offices	1	15,377	Yes	Yes	Yes	BREEAM VERY GOOD	Yes	Yes	Yes
Sant Cugat II	Offices	1	10,008	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Marques de Pombal 3	Offices	1	12,461	Yes	Yes		LEED GOLD	Yes	Yes	Yes
Torre Lisboa	Offices	1	13,715	Yes	Yes			Yes	Yes
Central Office	Offices	1	10,310	Yes	Yes		LEED GOLD			Yes
Torre Zen	Offices	1	10,207	Yes	Yes		LEED GOLD			Yes
Art	Offices	1	22,150	Yes	Yes		LEED GOLD			Yes
TFM	Offices	1	7,837				LEED GOLD
Lisbon Expo	Offices	1	6,740				LEED GOLD
Nestle	Offices	1	12,260				LEED GOLD			Yes
Lerida - Mangraners	Offices	1	3,228							Yes
Sevilla - Borbolla	Offices	1	13,037				BREEAM			Yes
Castellana 85	Offices	1	16,474	Yes	Yes	Yes	LEED PLATINUM	Yes	Yes	Yes

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Asset name	Portfolio	No. of buildings	Surface area (sqm)	Energy report (GL)	Water report (sqm)	Waste report (tonnes)	Sustainable building certification	ISO 14001	ISO 50001	Energy classification
PLZFA	Offices	1	11,723	Yes	Yes	Yes	LEED GOLD	Yes	Yes	Yes
Pere IV	Offices	1	2,018	Yes	Yes		LEED GOLD	Yes	Yes	Yes
Plaza de Cataluña 9	Offices	1	3,026	Yes	Yes					Yes
Monumental	Offices	0	25,358				LEED GOLD			Yes
Plaza Ruiz Picasso	Offices	1	36,499	Yes	Yes	Yes		Yes	Yes	Yes
Don Ramon de la Cruz 38	Offices	1	1,931	Yes	Yes					Yes
Coverage (area)	Offices		1,175,473	894,745	950,367	764,074	1,087,928	830,816	818,210	1,138,653
Coverage (number of assets)	Offices		107	82	90	72	97	75	74	104
% Coverage (area)	Offices			76%	81%	65%	93%	71%	70%	97%
% Coverage (number of assets)	Offices			77%	84%	67%	91%	70%	69%	97%
Cerro Gamos business park	WIP offices	2	15,037				LEED SILVER (1)			Yes
Serante	WIP offices	1	3,149							Yes
Josefa Valcárcel 48	WIP offices	1	19.747				LEED GOLD			Yes
Churruca business park	WIP offices	1	4,239				LEED GOLD	Yes	Yes	Yes
Liberdade, 195	WIP offices	1	16,510							Yes
Alfonso XI	WIP offices	1	9,945				LEED GOLD	Yes	Yes	Yes
Coverage (area)	WIP offices		68,626	0	0	0	40,555	9,945	9,945	68,626
Coverage (number of assets)	WIP offices		7	0	0	0	4	1	1	7
Coverage (area)	Total Offices		1,244,085	894,745	950,367	764,074	1,128,468	840,761	828,155	1,207,265
Coverage (number of assets)	Total Offices		114	82	90	72	101	76	75	111
% Coverage (area)	Total Offices			72%	76%	61%	91%	68%	67%	97%
% Coverage (number of assets)	Total Offices			72%	79%	63%	89%	67%	66%	97%
Marineda	Shopping Centres	1	104,095	Yes	Yes	Yes	BREEAM EXCELLENT	Yes	Yes	Yes

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Asset name	Portfolio	No. of buildings	Surface area (sqm)	Energy report (GL)	Water report (sqm)	Waste report (tonnes)	Sustainable building certification	ISO 14001	ISO 50001	Energy classification
Arturo Soria	Shopping Centres	1	6,069	Yes	Yes	Yes	BREEAM VERY GOOD	Yes	Yes	Yes
Centro Oeste	Shopping Centres	1	10,867	Yes	Yes	Yes	BREEAM GOOD			Yes
Tres Aguas	Shopping Centres	1	67,894	Yes	Yes	Yes	BREEAM VERY GOOD			Yes
X-Madrid	Shopping Centres	1	47,120	Yes	Yes	Yes	BREEAM EXCELLENT	Yes	Yes	Yes
Larios	Shopping Centres	1	37,968	Yes	Yes	Yes	BREEAM VERY GOOD	Yes	Yes	Yes
Porto Pi	Shopping Centres	1	32,880	Yes	Yes	Yes	BREEAM VERY GOOD	Yes	Yes	Yes
Artea	Shopping Centres	1	25,922	Yes	Yes	Yes	BREEAM EXCELLENT	Yes	Yes	Yes
Arenas	Shopping Centres	1	31,905	Yes	Yes	Yes	BREEAM GOOD	Yes	Yes	Yes
Saler	Shopping Centres	1	29,002	Yes	Yes	Yes	BREEAM VERY GOOD	Yes	Yes	Yes
La Vital	Shopping Centres	1	20,878	Yes	Yes	Yes	BREEAM VERY GOOD			Yes
Almada	Shopping Centres	1	60,184	Yes	Yes		BREEAM VERY GOOD			Yes
Coverage (area)	Shopping Centres		474770	474770	474770	414586	474770	314948	314948	474770
Coverage (number of assets)	Shopping Centres		12	12	12	11	12	8	8	12
% Coverage (area)	Shopping Centres			100%	100%	87%	100%	66%	66%	100%
% Coverage (number of assets)	Shopping Centres			100%	100%	92%	100%	67%	67%	100%
Callao 5	WIP shopping centres	1	3,640							Yes
Coverage (area)	WIP shopping centres		3640	0	0	0	0	0	0	3640
Coverage (number of assets)	WIP shopping centres		1	0	0	0	0	0	0	1

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Asset name	Portfolio	No. of buildings	Surface area (sqm)	Energy report (GL)	Water report (sqm)	Waste report (tonnes)	Sustainable building certification	ISO 14001	ISO 50001	Energy classification
Coverage (area)	Total Shopping Centres		478,410	474,770	474,770	414,586	474,770	314,948	314,948	478,410
Coverage (number of assets)	Total Shopping Centres		13	12	12	11	12	8	8	13
% Coverage (area)	Total Shopping Centres			99%	99%	87%	99%	66%	66%	100%
% Coverage (number of assets)	Total Shopping Centres			92%	92%	85%	92%	62%	62%	100%
A2-Coslada	Logistics	1	28,491				BREEAM PASS			Yes
A2-Coslada Complex	Logistics	1	36,234	Yes	Yes	Yes	BREEAM GOOD	Yes	Yes	Yes
A4-Getafe (Cla)	Logistics	1	16,100				BREEAM GOOD			Yes
A2-Meco I	Logistics	1	35,285	Yes*			BREEAM GOOD			Yes
A4-Pinto I	Logistics	1	11,099				BREEAM GOOD			Yes
A4-Pinto II	Logistics	1	58,990				BREEAM GOOD			Yes
A4-Getafe (Gavilanes)	Logistics	2	39,591	Yes			LEED GOLD	Yes		Yes
A2-Meco II	Logistics	1	59,814				LEED PLATINUM			Yes
A2-San Fernando II	Logistics	1	33,592	Yes	Yes		LEED GOLD	Yes	Yes	Yes
A4-Seseña	Logistics	1	28,731	Yes	Yes		LEED GOLD	Yes	Yes	Yes
A2-Alovera	Logistics	1	38,763				BREEAM GOOD			Yes
A2-Azuqueca II	Logistics	1	96,810				LEED PLATINUM			Yes
A2-Cabanillas I	Logistics	1	70,134				BREEAM GOOD			Yes
A2-Cabanillas II	Logistics	1	15,078				BREEAM GOOD			Yes
A2-Cabanillas III	Logistics	1	21,879	Yes			LEED GOLD			Yes
A2-Cabanillas Park I A	Logistics	1	38,054	Yes*			LEED GOLD			Yes
A2-Cabanillas Park I B	Logistics	1	17,917	Yes*			LEED GOLD			Yes
A2-Cabanillas Park I C	Logistics	1	48,468	Yes*			LEED GOLD			Yes

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Asset name	Portfolio	No. of buildings	Surface area (sqm)	Energy report (GL)	Water report (sqm)	Waste report (tonnes)	Sustainable building certification	ISO 14001	ISO 50001	Energy classification
A2-Cabanillas Park I D	Logistics	1	47,892	Yes			LEED GOLD			Yes
A2-Cabanillas Park I E	Logistics	1	49,793				LEED SILVER			Yes
A2-Cabanillas Park I F	Logistics	1	20,723				LEED SILVER			Yes
A2-Cabanillas Park I G	Logistics	1	22,506	Yes			LEED GOLD			Yes
A2-Cabanillas Park I H	Logistics	1	25,247				LEED GOLD			Yes
ZAL Port	Logistics	0	0
Barcelona-PLZF	Logistics	9	132,796	Yes	Yes	Yes	BREEAM GOOD			Yes
Zaragoza-Pedrola	Logistics	1	21,579	Yes*			BREEAM GOOD			Yes
Valencia-Almussafes	Logistics	1	26,613	Yes	Yes		BREEAM PASS			Yes
Valencia-Ribarroja	Logistics	1	34,992				BREEAM VERY GOOD			Yes
Vitoria-Jundiz II	Logistics	1	26,774	Yes*			BREEAM PASS			Yes
Sevilla Zal	Logistics	13	138,777	Yes	Yes		LEED GOLD (1)/ LEED SILVER (2)/ BREEAM PASS (10)			Yes
Lisbon Park A	Logistics	1	45,171	Yes						Yes
A2-Cabanillas Park II A	Logistics	1	47,211				LEED GOLD			Yes
A2-Cabanillas Park I J	Logistics	1	44,637	Yes*			LEED GOLD			Yes
A2-Cabanillas Park II B	Logistics	1	47,429				LEED GOLD			Yes
Vitoria-Jundiz I	Logistics	1	72,717	Yes	Yes		BREEAM GOOD			Yes
Coverage (area)	Logistics		1,499,884	879,211	469,459	169,030	1,439,636	138,148	98,557	1,499,884
Coverage (number of assets)	Logistics		55	40	27	10	54	5	3	55
% Coverage (area)	Logistics			59%	31%	11%	96%	9%	7%	100%
% Coverage (number of assets)	Logistics			73%	49%	18%	98%	9%	5%	100%
A2-Cabanillas Park II C	WIP Logistics	1	95,821

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Asset name	Portfolio	No. of buildings	Surface area (sqm)	Energy report (GL)	Water report (sqm)	Waste report (tonnes)	Sustainable building certification	ISO 14001	ISO 50001	Energy classification
A2-Cabanillas Park II D	WIP Logistics	1	30,114
Lisboa Park I - Lot 14	WIP Logistics	1	32,748
Coverage (area)	WIP Logistics		166,319	0	0	0	0	0	0	0
Coverage (number of assets)	WIP Logistics		3	0	0	0	0	0	0	0
Coverage (area)	Total Logistics		1,679,568	879,211	469,459	169,030	1,439,636	138,148	98,557	1,499,884
Coverage (number of assets)	Total Logistics		58	40	27	10	54	5	3	55
% Coverage (area)	Total Logistics			52%	28%	10%	86%	8%	6%	89%
% Coverage (number of assets)	Total Logistics			69%	47%	17%	93%	9%	5%	95%
A4-Getafe (Data Centre)	Data Centres	1	22,508	Yes	Yes	Yes		Yes	Yes	Yes
Barcelona Data Centre	Data Centres	1	22,131	Yes	Yes	Yes		Yes	Yes	Yes
Bilbao Data Centre	Data Centres	1	21,750	Yes		Yes		Yes	Yes	Yes
Coverage (area)	Data Centres		66,389	66,389	44,639	66,389	0	66,389	66,389	66,389
Coverage (number of assets)	Data Centres		3	3	2	3	0	3	3	3
% Coverage (area)	Data Centres			100%	67%	100%	—%	100%	100%	100%
% Coverage (number of assets)	Data Centres			100%	67%	100%	—%	100%	100%	100%
Bilbao Data Centre B.2	WIP Data Centre	1	33,450
Lisbon Data Centre	WIP Data Centre	1	23,285
Coverage (area)	WIP Data Centre		56,735	0	0	0	0	0	0	0

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Asset name	Portfolio	No. of buildings	Surface area (sqm)	Energy report (GL)	Water report (sqm)	Waste report (tonnes)	Sustainable building certification	ISO 14001	ISO 50001	Energy classification
Coverage (number of assets)	WIP Data Centre		2	0	0	0	0	0	0	0
Coverage (area)	Total Data Centres		123,124	66,389	44,639	66,389	0	66,389	66,389	66,389
Coverage (number of assets)	Total Data Centres		5	3	2	3	0	3	3	3
% Coverage (area)	Total Data Centres			54%	36%	54%	—%	54%	54%	54%
% Coverage (number of assets)	Total Data Centres			60%	40%	60%	—%	60%	60%	60%
Coverage (area)	Total		3,527,113	2,316,980	1,941,100	1,415,935	3,044,738	1,362,094	1,309,897	3,253,874
Coverage (number of assets)	Total		190	137	131	96	167	92	89	182
% Coverage (area)	Total			66%	55%	40%	86%	39%	37%	92%
% Coverage (number of assets)	Total			72%	69%	51%	88%	48%	47%	96%

* MERLIN does not exercise operational control over these assets and, therefore, consumption data are included in the environmental performance information of the asset portfolio not

under operational control.

** MERLIN exercises operational control over only some of the buildings in these business parks, so the consumption data reported in the portfolio of assets with operational control is limited

to those attributable to MERLIN.

Like-for-like assets are highlighted in bold.

NOTE: Land reserves are not included in the table above.

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Appendix IV. Climate risk reporting in accordance with TCFD

methodology

MERLIN recognises that climate risks and opportunities are material financial factors for the

European commercial real estate sector. This report describes how the Group has identified,

assessed and integrated climate change-related risks into its strategy and operational

management, in accordance with the recommendations of the Task Force on Climate-related

Financial Disclosures (TCFD).

Since its inception, MERLIN has integrated sustainability into both its activities and decision-making

process, understanding its relevance not only in stakeholder relations, but also in the performance of

financial metrics.

As a leader in its sector, MERLIN is aware of the substantial changes taking place due to climate

change and its impact on the economy and, specifically, on its business activities.

In 2022, MERLIN prepared its first report following the recommendations of the Task Force on

Climate-related Financial Disclosures (TCFD), thus disclosing information on climate change risks and

opportunities in a transparent and comparable manner for its stakeholders.

The Company therefore stayed ahead of the curve and positioned itself correctly regarding

regulation on climate-related risks such as Spanish Law 7/2021, of 20 May, on climate change and

energy transition (Ley 7/2021 de cambio climático y transición energética), Regulation (EU) 2020/852

of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework

to facilitate sustainable investments and amending Regulation (EU) 2019/2088 (and delegated acts

implementing the above that supplement the regulation associated with the European green

taxonomy) or the Corporate Sustainability Reporting Directive (CSRD).

The TCFD recommendations, launched in 2017, are structured around four pillars: (i) Governance, (ii)

Strategy, (ii) Risk Management, and (iv) Metrics and Targets, and eleven recommendations that

support effective disclosure in each pillar.

In October 2021, the TCFD issued an update on the implementation of the TCFD recommendations.

This document also includes recommendations at the sector level, in particular for real estate asset

management companies such as MERLIN. This report details the four pillars and eleven

recommendations, and the sector-specific issues.

In 2025, MERLIN completed a comprehensive analysis of the physical exposure of its entire

portfolio of assets in Spain and Portugal, using Mitiga Solutions' EarthScan tool, which provides

probabilistic projections of climate hazards (floods, water stress, extreme heat, wind and fires) for

the 2050 and 2100 horizons with a resolution of 90 metres. In parallel, exposure to regulatory,

market and technological transition risks arising from the European economy's decarbonisation

commitments has also been assessed.

The data included in this report refer to the financial year from 1 January to 31 December 2025,

and include the entire MERLIN Group and controlled subsidiaries.

Scenario analysis

To identify climate-related risks and opportunities, MERLIN first prepared a preliminary list of risks

and opportunities based on the risks identified by the TCFD and in the Commission Delegated

Regulation 2021/2139 (climate delegated act), information on competitors and an analysis of

scientific and regulatory literature. The result of this work was adapted to MERLIN’s reality and

circumstances through interviews with the Company’s main managers.

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In 2025, MERLIN's asset portfolio underwent an assessment of acute physical risk assessment using

Mitiga Solutions' EarthScan tool, which analyses the probability of pluvial flooding, river flooding,

severe storms and extreme heat waves at the 2030, 2050 and 2100 horizons, under climate scenarios

of 1.5°C, 2°C and >3°C in global warming.

All the physical risks were analysed for a very high emissions scenario (SSP5-8.5 "Fossil-fuelled

Development"), an emissions stabilisation scenario, (SSP2-4.5 "Middle of the road"), and an

emissions reduction scenario, (SSP1-2.6 "Paris-aligned"). Risks were assessed for the short

(2021-2025), medium (2030-2060) and long term (2031-2050) for all of the Company’s assets.

Transition risks were analysed considering the Net Zero Emissions by 2050 Scenario (NZE Scenario of

the International Energy Agency). This scenario is considered to be consistent with the European

target of achieving net zero emissions by the same date.

For the preliminary risks and opportunities, various criteria were analysed to identify the inherent

and residual risk of each asset. Finally, a cut-off has been established for the residual risk level

resulting from the analysis carried out to differentiate between risks that are considered material

and those that are not.

Go vernance

Supervisory functions of the Board

MERLIN’s highest governing body is its Board, which is made up of 12 directors, most of whom are

independent directors. The Board focuses on defining, supervising and monitoring the policies,

strategies and guidelines to be followed by the Group. The Board is also responsible for long-term

strategy and for monitoring its implementation. The Board relies on its delegated committees for

practical implementation.

The Audit and Control Committee, with the support of the Sustainability and Innovation

Committee, has been responsible for identifying and assessing MERLIN’s financial and non-financial

risk management and control systems since 2021, including those related to climate change. In

addition, the main function of the Sustainability and Innovation Committee is to promote responsible

and sustainable business practices, integrating environmental, social and governance aspects, and to

promote innovation and the digitalisation of the Company.

The Audit and Control Committee reviews the physical and transitional risk assessment methodology,

the results of the scenario analysis, and the performance indicators.

The Sustainability and Innovation Committee provides advice on regulatory trends, sector best

practices and asset positioning opportunities in markets with growing demand for sustainable

properties.

⁸³ More information on MERLIN’s organisational structure and corporate governance can be found at

•ACGR: https://www.merlinproperties.com/gobierno-corporativo/informes-anuales/

•SNFI: https://www.merlinproperties.com/inversores/informacion-financiera/

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In 2025, the Board met 14 times, and dealt with specific climate change issues at 7 of these

meetings 83. In addition, in 2025 the Sustainability and Innovation Committee reviewed the ESG risks

identified and assessed, and particularly focused on climate-related risks, supporting the Audit and

Control Committee in preparing MERLIN’s Corporate Risk Map, which has been updated and

approved by the Board on 2 occasions, each time including ESG risks such as those related to climate

change.

Supervisory functions of the management team

MERLIN’s Chief Executive Officer (CEO) and Chief Operating Officer (COO), who are also Board

members, are ultimately responsible for executing the strategy approved by the Board of Directors,

including the implementation of the sustainability strategy. This strategy includes, in turn, the

aspects related to climate risks and opportunities, in addition to assessing the impact of climate

exposure on access to financing, integration of ESG criteria into banking negotiations, structuring of

green finance and identification of opportunities to reduce the cost of capital through alignment with

the EU taxonomy.

At the operational level, a Sustainability Committee has been in place since 2021 to monitor the

progress of the Company’s various sustainability plans and initiatives, and to follow up on

sustainability objectives and indicators. The Committee comprises several members of the

management team, including the ESG Officer, who lead the asset management, technical, treasury

and finance, investor relations and internal audit areas of the Company.

The ESG Officer is responsible for the overall coordination of the decarbonisation strategy, the

setting of targets aligned with climate science, relations with stakeholders (investors, tenants,

authorities) and the management of the sustainability reporting.

The asset management area and the technical department take into consideration the vision of the

assets and how they pertain to climate-related risks and opportunities. The investor relations area is

actively involved in the two-way communication of investors’ concerns regarding this issue. The

treasury and finance area takes into consideration financial markets and green financing compliance

indicators (100% reclassified by 2022). Lastly, the internal audit department, in supporting the Audit

and Control Committee, is responsible for drawing up and updating the Company’s Risk Map, which

includes climate-related risks.

In 2025 as a result of the climate risk identification and assessment analysis, 7 material or priority

climate-related risks were identified.

In addition, the Investment Committee takes into consideration climate-related risks and

opportunities when preparing the Company’s investment plans. The management team, the CEO, the

COO and the Sustainability and Innovation Committee report on a regular basis to the Board of

Directors on the progress made regarding sustainability.

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Directors' Report – 2025 Statement of Non-Financial Information

Figure 1: MERLIN’s organisational structure. Source: Own preparation

Reporting frequency and reporting mechanisms:

• Annual report to the Board on aggregate climate risk exposure, results of scenario analysis

and alignment with sustainability and decarbonisation commitments.

• Half-yearly report to the Audit and Control Committee and the Sustainability and Innovation

Committee on the update of the physical risk map (based on EarthScan data) and the

evolution of regulatory transition indicators.

• Quarterly report to the Sustainability Committee on progress on climate risk exposure

analysis, changes in indicators, and the status of the action plans.

• Integration of climate assessment into the approval of major investments, strategic

divestments and financing decisions.

The Company periodically reports its progress towards its climate targets:

• Annual report in the Statement of Non-Financial Information (Sustainability / TCFD section)

with metrics disaggregated by asset type and region, that allows makes it possible to track

the decarbonisation targets, and ensure the portfolio is aligned with energy efficiency

standards and the climate resilience targets.

• Communication to investors at road-shows, earnings calls and investor relations events.

• Participation in sectoral forums on sustainability, decarbonisation and climate risks.

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Directors' Report – 2025 Statement of Non-Financial Information

Strategy

Climate-related impacts and resilience

Based on historical data on MERLIN’s operations and business development, it seems that physical

risks, mainly extreme precipitation, including snowfall, and high winds, are the most recurrent. In

addition, these climate-related risks have occasionally affected some of the Company’s assets,

causing damage to structural elements and resulting in unforeseen expenses for repairs such as

maintenance work due to leaks and waterproofing. As a preventive measure, technical specifications

have been tightened in recent years in tenders for the construction of asset structures.

In the short term, no transition risks have been identified that could have a significant impact on

the Company other than the European Energy Performance of Buildings Directive (EPBD, revised in

2024) which requires, by 2026, the mandatory installation of automation and control systems (BMS/

BACS) in non-residential buildings with thermal outputs of >290 kW by 2026.

These types of events, in addition to MERLIN’s commitment, push the Company to develop and

implement adaptation and mitigation measures to respond to these risks. MERLIN has therefore

incorporated climate-related aspects into its overall risk management system, which is described in

detail in the next section of the report on risk management.

In addition, the decarbonisation of buildings is one of the challenges facing the property sector.

MERLIN has therefore taken climate-related aspects into consideration in its strategy from the very

beginning. In 2025, the Company continued to make progress in this regard by monitoring its

Pathway to Net Zero.

In this regard, and to enhance the climate resilience of its assets, in 2025 MERLIN incorporated

Mitiga Solution's EarthScan tool into its physical climate risk identification process. This tool

indicates:

• The probability of pluvial flooding, fluvial flooding, extreme heat, fire, wind and water

stress at 2030, 2050 and 2100, broken down into "return periods" (2, 5, 10, 20, 50, 100, 200,

500, 1000 years).

• Physical risk ratings automatically assigned on an A (low) to F (very high) scale according to

probability and projected intensity.

• Geographical exposure maps with 90-metre resolution, allowing granular identification of

assets and sub-portfolios at risk.

General process for identifying climate-related risks

In line with its climate change commitment, in 2025 MERLIN continued to further improve the

identification and assessment of climate-related risks and opportunities, and has therefore taken the

following steps: It has taken the following steps to do so:

1. Preparing a list of physical and transition risks indicated by the TCFD reference framework and

the Commission Delegated Regulation 2021/2139 (“climate delegated act”).

2. Geographical and physical screening of the entire asset portfolio through the analysis of risk

indicators provided by EarthScan

3. Analysing MERLIN’s main competitors in terms of information reported in their TCFD and CDP

(Carbon Disclosure Project) reports.

4. Reviewing the Company's ability to adapt to the main physical and transition risks identified

given MERLIN's current regulatory and market context.

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Directors' Report – 2025 Statement of Non-Financial Information

5. Interview MERLIN’s stakeholders to conduct a more comprehensive analysis of climate change-

related risks and opportunities, and the adaptation and mitigation measures in place.

6. Review and analyse scientific articles related to the building sector and specific applicable

regulations.

7. Obtain the preliminary list identifying both physical and transition risks, and opportunities.

This list of risks is expected to be updated on a regular basis.

⁸⁴ Committee of Sponsoring Organizations of the Treadway Commission.

⁸⁵ More information can be found at https://www.MERLINproperties.com/gobierno-corporativo/normativa-de-gobierno-

corporativo/

⁸⁶ More information on MERLIN’s organisational structure and corporate governance can be found at

- ACGR:https://www.merlinproperties.com/gobierno-corporativo/informes-anuales/

- Statement of Non-Financial Information:https://www.merlinproperties.com/inversores/informacion-financiera/

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Risk management

General risk management

MERLIN has a Risk Management System based on the principles, key elements and methodology

established in the COSO Framework 84, which aims to minimise the volatility of results (profitability)

and, therefore, maximise the Group’s economic value, incorporating risk and uncertainty into the

decision-making process to provide reasonable assurance of achieving the strategic objectives

established, providing shareholders, other stakeholders and the market in general with an adequate

level of guarantees to ensure that the value generated is protected.

Based on a comprehensive view of risk management, MERLIN has adopted a methodological

approach based on the Enterprise Risk Management Framework - Integrating with Strategy and

Performance (COSO ERM 2017), which emphasises the importance of enterprise risk management in

strategic planning and incorporates it throughout the Company, since risk influences strategy and

performance in all areas, departments and functions.

The general guiding principles regarding risk management are set out in MERLIN’s Risk Management

and Control Policy 85, which was initially approved by the Board in February 2016 and updated in

April 2022.

MERLIN’s non-financial risks are managed by the Board, through the Audit and Control Committee

and with the coordination and cooperation of the Sustainability and Innovation Committee and the

Appointments and Remuneration Committee, and by senior management with the support of the

Internal Audit department.

In 2025, MERLIN’s Risk Map was regularly updated to reflect every six months the perception of the

Company’s main executives and governing bodies of the risks faced by MERLIN.

MERLIN’s Risk Map is broken down into different key areas for achieving the Group’s objectives:

strategy, governance, business, resources, social and sustainability. This last group includes the risks

related to climate change based on the review and recommendations of the on Sustainability and

Innovation Committee.

MERLIN’s Risk Management System assesses all risks in terms of impact and probability, obtaining a

residual risk indicator for the current year, identifies those key performance indicators (KPIs) and key

risk indicators (KRIs) to be reported, and assigns those responsible for reporting, and those

responsible for implementing or developing the mitigating measures identified for each of the risks.

In addition, all the risks are assessed in terms of their timeframe (short, medium and long term) 86 .

Climate risk management

First, it should be noted that the management of climate-related risks and opportunities is integrated

into MERLIN’s overall risk management process described in the previous section.

The Internal Audit department is responsible for coordinating the identification and assessment of

climate-related risks and opportunities, along with the Company’s other risks, although in this case it

may rely on support from the Sustainability Committee, as mentioned in the “Governance” section.

⁸⁷ Shared Socioeconomic Pathways.

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Directors' Report – 2025 Statement of Non-Financial Information

The Internal Audit department is responsible for coordinating the identification and assessment of

climate-related risks and opportunities, along with the Company’s other risks, although in this case it

may rely on support from the Sustainability Committee, as mentioned in the “Governance” section.

To identify climate-related risks, MERLIN analyses climate scenarios for the short (2025), medium

(2030) and long term (2050) for its assets. The physical risks were analysed in different scenarios

SSP5-8.5 "Fossil-fuelled Development", SSP2-4.5 "Middle of the road" and SSP1-2.6 "Paris-aligned"

and are classified as acute or chronic.

The assessment of regulatory and market transition risks took into account the current energy

rating of each asset and its comparison with the sectoral decarbonisation trajectory, the regulatory

exposure of each asset to EU and national legislation (EPBD, MEPS, EU Taxonomy, carbon taxes, etc.)

and the market demand for tenants' preference for assets with high energy efficiency standards.

Transition risks are classified as regulatory and legal, technological, market and reputational.

The same methodology is followed regarding climate-related opportunities, which are classified in

terms of resource efficiency, energy source, products and services, and markets.

After identifying climate change risks and opportunities, they are assessed in terms of likelihood and

impact on a qualitative scale of 1 to 5. Any mitigation and adaptation measures implemented in the

assets to reduce the impact of the risk should it materialise are also taken into account.

The Company reviews its Risk Map every six months to analyse whether any climate-related risks

that may affect MERLIN need to be included or modified.

The Company is also aware of the role tenants play in achieving its climate strategy and managing

related risks. Therefore, as mentioned in the previous section, MERLIN’s Pathway to Net Zero

focuses on reducing tenant emissions (green clauses in leases), which can have a considerable impact

in relation to transition risks.

Assets subject to physical risks

MERLIN has chosen three climate change scenarios to model the potential future impacts of climate

change on its business and the resilience of its strategy. These scenarios have been taken from the

Intergovernmental Panel on Climate Change (IPCC) and include five possible climate futures with

different emission concentrations and socioeconomic changes in areas such as population, urban

density, education, land use and wealth. Each scenario is labelled to identify both the level of

emissions and the Shared Socioeconomic Pathway (SSP) 87, used in these calculations.

MERLIN’s climate-related risk analysis has taken into account scenarios in which emissions are

reduced (SSP2-2.6, “Paris-aligned”), stabilised (SSP2-4.5 “Middle of the road”), and the scenario

where emissions are very high (SSP5-8.5 “Fossil-fuelled development”). In both cases, risks have

been assessed in the short (2025), medium (2030) and long term (2050), with a focus on the

consequences in Spain and Portugal.

The physical risks analysed include coastal and river flooding, wind, precipitation, heat stress,

drought and wildfire risk, and for each asset and risk an EarthScan™ rating is assigned, from A (very

low climate risk) to F (extremely high climate risk). This physical risk assessment makes it possible to:

• Identify the climate hazard with the greatest risk to the portfolio at each time horizon.

• Show the percentage of assets with the highest risk for that hazard.

• Show how the EarthScan ratings are distributed across the assets in this portfolio for the

hazard with the highest risk rating.

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Directors' Report – 2025 Statement of Non-Financial Information

In determining EarthScan ratings, the following metrics are taken into account to bring out the

climate risk of each identified climate hazard:

• Coastal flood depth (cm)

• River flood depth (cm)

• Maximum 3-second wind gust (m/s)

• Maximum temperature (°C)

• Duration of heat waves (days)

• Maximum rainfall in 5 days (mm)

• Consecutive dry days (days)

• Fire Weather Index (FWI)

And the combined rating (calculated as the maximum risk value) of the various climate risks to

MERLIN's portfolio is as follows.

Distribution by risk category

In 2025, under a very high emissions scenario SSP5-8.5 "Fossil-fuelled Development") the risk with

the worst average rating across all assets will be thermal stress with an average grade of D. 68.2% of

the assets are rated D for thermal stress. The second material risk to assets is Drought, although the

assets are better distributed. 66.5% of the assets are rated D for drought, and 17.6% are rated A.

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Directors' Report – 2025 Statement of Non-Financial Information

The remaining physical climate hazards (precipitation, fire, extreme winds and floods) are not

material for MERLIN's for the MERLIN portfolio as a whole.

Under this same scenario (SSP5-8.5 "Fossil-fuelled Development"), the combined physical risk will

increase on average over time. This represents a deterioration in the climate rating of the assets

from D in 2025 to F in 2100. The specific risk factor that changes most over time is heat stress, with

the most significant climatic factors in 2100 being heat stress and drought, and to a lesser extent

extreme precipitation.

Comparison of climate scenarios

Below is a risk matrix showing the average EarthScan rating of the portfolio for each climate hazard.

The matrix shows how the average climate exposure may change in the short, medium and long term

under scenarios SSP1-2.6 "Paris-aligned", SSP2-4.5 "Middle of the road" and SSP5-8.5 "Fossil-fuelled

Development".

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Geographical breakdown

The following analysis explores the spatial distribution of the risk among various climate hazards.

The matrix lists geographic areas with concentrations of higher risk assets. In each column, the

number corresponds to the number of assets potentially at material risk (C-F ratings) in a given

region. The colour of the box represents the average rating of these assets. The grey boxes represent

regions where there are no assets rated C or worse.

Detailed analysis of each asset

In 2025, MERLIN deepened its analysis of the physical climate risks of its assets, carrying out in-depth

assessments of various climate risks in certain assets for their analysis and to implement of action

plans. The following is part of the analysis carried out for an asset located in Valencia to analyse the

risk of flooding following a Mediterranean storm (DANA) event in 2024.

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Source: Official IGV maps show the areas flooded during the 2024 DANA event, which did not extend to the city of Valencia.

Valencian Geographical Institute. (n/a). Flood mapping related to the 2024 DANA event. Valencian Regional Government.

Source: Official map indicating that this location is not at risk of flooding. Ministry for Ecological Transition and the

Demographic Challenge. (n/a). Flood risk map (SN-CZI). National Floodplain Mapping System. https://sig.mapama.gob.es/

snczi/index.html?herramienta=DPHZI

Identification of transition risks

Similarly, in relation to transition scenarios, the medium- and long-term forecasts of the

International Energy Agency (IEA) use a scenario approach to examine future energy trends.

Of the three scenarios proposed by the IEA, the regulatory scenario of Net Zero Emissions by 2050

(NZE Scenario) has been used in the transition risk analysis applied to MERLIN; this scenario has an

emissions trajectory consistent with keeping the global temperature rise below 1.5°C, would enable

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universal access to modern energy services and would result in significant improvements in air

quality.

Similar to the physical risks, the following criteria have been analysed for the transition risks

identified on a preliminary basis to obtain the inherent risk level at the asset level: (i) economic

impact that a measure may have on MERLIN's business and (ii) likelihood of occurrence of the

identified transition risk.

The mitigation measures implemented by MERLIN have also been analysed to determine the

Company’s capacity to react to the transition risks identified, which gives a level of residual risk per

asset. This gives a residual risk level per asset

Identification of climate-related opportunities

The opportunities related to climate change vary depending on MERLIN’s strategic planning or risk

management. Following a preliminary identification of climate-related opportunities, they have been

assessed in accordance with the following criteria:

• Potential impact of measures currently in place that generate savings or that may be

beneficial for future change.

• Likelihood of application of the measure in question or opportunity for access to be

implemented at the Company.

Identification of assets with material risks and opportunities and their financial impact

Depending on the methodology used to assess both the physical and transition risks, and the

material opportunities of MERLIN’s assets, a threshold has been considered regarding the level of

residual risk resulting from the analysis carried out to determine materiality.

MERLIN continues to internally assess the financial impacts of climate change related risks and

opportunities in line with the EFRAG's climate change standard:

• Estimation of the potential change in asset value (e.g., through Climate Value at Risk - CVaR -

at portfolio level), impact on rents (occupancy, pressure on rents) and CapEx needs under

each scenario.

• Assessment of the resilience of the Company's strategy to different climate scenarios,

identifying whether the current investment, CapEx and divestment policy is consistent with

an orderly transition and with maintaining the value of assets in scenarios of greater

warming.

The results of this scenario analysis will be used to inform the Board and senior management, as well

as to prioritise investments in adaptation and decarbonisation and to adjust the portfolio strategy

where necessary.

The main climate-related risks and opportunities identified for MERLIN are set out below.

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Directors' Report – 2025 Statement of Non-Financial Information

Type	Risk characterisation	Potential impact for MERLIN
Physical climate- related risk (acute)	Thermal stress  (heat waves)	Increased investments and energy costs for air conditioning, need for adaptation CapEx to maintain comfort and habitability standards. Breakage and damage to structural elements of the asset and possible personal injury. Devaluation of the asset in the medium to long term, increase in the price of the insurance policy for future years and financial losses. Change in behaviour of asset users in the face of water restrictions (Catalonia) or major floods (Valencia).
	Periods of drought
	Extreme precipitation
Transition climate- related risk (regulatory/legal)	Energy Performance of Buildings Directive (EPBD, revised in 2024)	Increased investments to meet the requirement for mandatory installation of automation and control systems (BMS/BACS) in non-residential buildings with thermal outputs >290 kW by 2026.
Transition climate- related risk (regulatory/legal)	Applying a carbon price to direct or indirect greenhouse gas emissions	Financial impact in the medium or long term by applying a carbon price for direct greenhouse gas emissions from its assets, and indirect upstream and downstream emissions from its value chain.
Transition climate- related risk (regulatory/legal)	Mobility-related urban planning policies that can change travel patterns	Increased investment in retrofitting existing assets to new requirements for low emission zones in urban areas and other mitigation or adaptation measures with an impact on buildings and transport.
Transition climate- related risk (market)	EU Taxonomy (Delegated Act 2021/2139)	Financiers (banks, funds) are restricting credit to buildings not aligned with efficiency criteria. This impacts access to finance, the cost of capital and the ease of future divestment.

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Transition climate- related risk (market)	Potential devaluation of assets as a result of the rate decarbonisation being insufficient	Potential devaluation of assets (stranded assets) in the case of slower decarbonisation than the trend required by the European Union.
Transitional climate- related risk (technological)	Increase in operating expenses due to higher energy prices	Increased operating expenses as a result of volatile energy prices, which may disrupt project development and lead to supply shortages for suppliers.
Opportunity (mitigation-linked services)	Use of more efficient modes of transport	Potential leadership in the sector and increase in asset value as a result of the installation of charging points for electric vehicles.
Opportunity (mitigation-linked services)	Switching to more efficient buildings and use of low-emission energy sources	Potential leadership in the sector with energy efficient assets and reduced carbon footprint by using energy from renewable sources (e.g. SUN Project).
Opportunity (mitigation-linked services)	Use of incentives in supporting policies	Potential leadership in the sector and promotion of consumer awareness (green clause in leases).
Opportunity (energy saving)	Use of new technologies	Decrease in costs as a result of reduced energy consumption from fossil fuels.
Opportunity (adaptation-linked services)	Commitment and transparency	External verification of all sustainability commitments assumed to generate confidence among the various stakeholders.

Table 1: Main climate-related risks and opportunities identified for MERLIN. Source: Own preparation

Integration into the strategy: time horizons and expected impact

The conclusions drawn from the process of analysing physical and transitional risks and climate-

related opportunities are taken into account in the Company’s strategic and financial planning, e.g. in

determining MERLIN’s investment and divestment plan.

Short term (2025-2027):

• Immediate risks compliance with new efficiency legislation, first occupancy restrictions for

very deficient assets, volatility in insurance premiums for assets in physically risky areas.

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• Planned actions: accelerate the energy audit of the portfolio, identification of assets with

efficiency deficits, initiation of refurbishment plans on high impact assets.

• Estimated financial impact: higher CapEx for energy efficiency; assumption of increased

insurance cost for assets in flood zones; pressure on rents for non-certified assets.

Medium-term projects (2027-2035):

• Main risks: accelerating obsolescence of assets not aligned with efficiency standards (MEPS

2030-2033), possible change of use or divestment of non-viable assets; reduced demand for

unsustainable commercial space.

• Planned actions: objective of portfolio alignment with minimum efficiency standards (MEPS

2030); plan to divest assets with very low efficiency or located in areas of very high physical

risk.

• Estimated financial impact: significant CapEx in 2026-2035 for refurbishment and energy

efficiency measures; possible loss in value if no work is performed on deficient assets

Long term (>2035):

• Structural transformation: portfolio fully aligned with net zero targets, divestment from

stranded assets (those not technically or economically viable).

CONCLUSION

• Low to moderate physical risk in >93% of the portfolio, although with specific hotspots for

heat stress risk in office and retail assets in Madrid, pluvial or coastal flood zones in retail and

logistics assets, and water stress risk in certain assets in Madrid and Valencia.

• High transition risks for assets with an energy rating of D or less, which will face increasing

regulatory constraints in the EUR by 2030-2035.

• Value creation opportunities through energy asset refurbishment, access to green finance

and competitive differentiation of environmentally certified assets.

• Recurrent CapEx investment needed to align the entire portfolio with sectoral

decarbonisation trajectories and maintain competitiveness in markets with growing demand

for sustainable assets.

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Directors' Report – 2025 Statement of Non-Financial Information

Appendix V. Reconciliation of Alternative Performance Measures

In accordance with the recommendations issued by the European Securities and Markets Authority

(ESMA), the alternative performance measures are described below.

GLOSSARY

Average maturity period (years) - This represents the average term of the Company's debt until its

maturity. It is an important measure as it provides investors with important information on its

commitments to repay its the financial obligations. It is calculated as the sum of the years remaining

to maturity of each loan multiplied by the outstanding debt of the loan and divided by the total

outstanding amount of all loans. Given the nature of this measure, it is not possible to reconcile it

with the Group's financial statements; however, the main information is available in the consolidated

financial statements.

Passing rent - This represents the rent per square meter per month at which an asset or category of

assets is leased at a particular point in time. Average passing rent is a relevant performance measure

as it shows the implicit rents of all the Company's current leases at a particular point in time per

square meter per month, enabling it to be compared to market rents. Given the nature of this

measure, it is not possible to reconcile it with the Financial Statements.

Release spread - The difference between the new rent signed and the previous rent in renewals

(same space, same tenant) or relets (same space, different tenant) over the last twelve months. The

release spread provides investors with an insight into rental behaviour (rental trends) when

negotiating with tenants. It is calculated on a rent-by-rent basis and, therefore, cannot be reconciled

with the financial statements.

Like-for-like rents (LfL rent) - Amount of comparable gross rents between two periods. Assets are

calculated on a per-asset basis, excluding income from investments or divestments made between

the two periods and other atypical adjustments, such as compensation for early termination of rental

agreements. We consider gross like-for-like rent growth a relevant measure that allows us to

compare, on a homogeneous basis, the evolution of rental income for an asset or category of assets.

It is calculated on an asset-by-asset basis and, therefore, cannot be reconciled with the financial

statements.

Annualised GRI - Passing rent at the balance sheet date multiplied by 12. We consider annualised GRI

to be a relevant performance measure since it represents the total amount of rent from the

Company's current leases at a given point in time, allowing the return on each asset (Gross Return) to

be calculated. Given the nature of this measure, it is not possible to reconcile it with the Financial

Statements.

GAV - The portfolio value according to the latest available external appraisal, plus prepayments at

cost for turnkey projects and developments GAV is a standard measurement for comparative

purposes, recognised globally in the real estate sector, and calculated by an independent external

appraiser.

Gross yield or gross return - This represents the gross return of an asset or asset class. It is calculated

by dividing the annualised GRI by the latest available GAV.

WAULT - Weighted average unexpired lease term, calculated as the number of years of unexpired

lease terms from the balance sheet date to the first break of a lease weighted by the GRI from each

lease. We consider WAULT a relevant measure as it provides investors with the period of risk and

opportunity to renegotiate current leases. Given the nature of this measure, it is not possible to

reconcile it with the Financial Statements.

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Directors' Report – 2025 Statement of Non-Financial Information

Total revenue - Consists of the sum of total GRI and all other operating income excluding

extraordinary income. Reconciliation with IFRS is shown in the table below.

Accounting EBITDA - Accounting EBITDA is calculated as earnings before interest, taxes, depreciation

and amortisation. Accounting EBITDA is a performance measure widely used by investors to assess

companies, as well as by rating agencies and creditors to evaluate the level of debt by comparing

accounting EBITDA with net debt and the debt service. Reconciliation with IFRS measures is shown in

the table below.

EBITDA - EBITDA is calculated as accounting EBITDA by deducting non-overhead expenses and the

provision for the LTIP. EBITDA is a very useful measure as it excludes the impact of atypical costs

incurred in the period. Non-overhead expenses are those associated with the acquisition or sale of

assets and compensation, inter alia (as described in the IPO prospectus). Reconciliation with IFRS

measures is shown in the table below.

Accounting FFO and FFO - Accounting FFO or Accounting Funds from Operations is calculated as

EBITDA less net financial expenses and taxes (excluding taxes from divestments and other events).

FFO is calculated by deducting the company's non-overhead expenses from the accounting FFO. It is

a globally recognised measure of performance and liquidity in the property sector.

Loan to Value (LTV) - Loan to Value is calculated as net debt divided by the fair value of the

company's assets (GAV + transaction costs). LTV is a performance metric widely used by investors to

assess the risk level, as well as by rating agencies and creditors to assess the level of debt. The

reconciliation with IFRS metrics is shown in the table below.

MERLIN Properties, as a member of the EPRA (European Public Real Estate Association), follows

best practice standards in reporting that enables investors to more easily compare certain

measures that are specific to the real estate sector. The measures are published twice a year and

are detailed in the Directors' Report.

EPRA costs - These are calculated as the company's total management costs divided by GRI net of

incentives. This performance measure shows operating efficiency on a recurring basis. The

reconciliation with the financial statements is provided in the Appendix to this report.

EPRA net earnings - Core earnings from strategic businesses as recommended by EPRA. The

reconciliation with the financial statements is provided in the Appendix to this report.

EPRA NRV, EPRA NTA and EPRA NDV EPRA: Net Reinstatement Value (NRV) - Assumes that the

Company never sells assets and intends to represent the value necessary to rebuild the Company

EPRA Net Tangible Assets (NTA): assumes that the companies buy and sell assets, thus crystallizing

certain levels of deferred tax liabilities EPRA Net Disposal Value (NDV): represents the value of

shareholders under a liquidation scenario, in which deferred tax liabilities, financial instruments and

other adjustments are calculated taking into account all the latent liabilities, net of any tax.

EPRA Yields -

Net Initial Yield: Annualised rental income based on the passing rent at the balance sheet date, less

non-recoverable operating expenses, divided by the fair value of the assets (GAV) plus the acquisition

costs. EPRA "Topped up" NIY: Adjustment to the EPRA NIY in respect of the expiration of rent-free

periods (or other unexpired lease incentives such as discounted rent periods and step rents). These

are two relevant performance measures as they are a globally recognised standard of comparison in

the real estate sector, providing the net return on the portfolio assets based on the leases in force at

a particular date regardless of the Company's financial structure, as recommended by the EPRA. The

calculation is provided in the Appendix to this report. Given the nature of this measure, it is not

possible to reconcile it with the Financial Statements.

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Directors' Report – 2025 Statement of Non-Financial Information

EPRA vacancy ratio - It is calculated as the Estimated Market Rental Value ("ERV") of vacant space

divided by ERV of the whole portfolio. Given the nature of this measure, it is not possible to reconcile

it with the Financial Statements.

Net financial debt - Net financial debt (or net debt) is a financial metric calculated by subtracting

cash (cash and cash equivalents, treasury shares and deferred payments on sale of assets) from the

nominal amount owed by the consolidated group to financial institutions and bondholders (gross

financial debt). This metric provides information about the company's level of debt by providing the

amount owed to financial institutions and bondholders after deducting cash.

Leverage ratio - The leverage ratio is calculated as net debt divided by net debt plus equity. The

leverage ratio is a performance metric widely used by investors to assess the risk level, as well as by

rating agencies and creditors to assess the level of debt. The reconciliation with NIIF metrics is shown

in the table below.

Financial debt - Financial debt is calculated as the sum of any amounts owed by the Group in the

short and long term as a result of loans, credits, bonds, debentures and, in general, any instrument of

a similar nature. Financial debt is a performance metric widely used by investors to assess the risk

level, as well as by rating agencies and creditors to assess the level of debt. The reconciliation with

IFRS metrics is shown in the table below.

Percentage of fixed-rate debt or debt with interest rate hedges - Corresponds to the sum of the

amount of fixed-rate financial debt and the amount of floating-rate financial debt with associated

interest rate risk hedging transactions with respect to the Group's financial debt.

Average cost of debt - The average cost of debt is calculated as the ratio between past interest cost,

including derivatives, on interest-bearing debt and the Group's financial debt. The average cost of

debt is a performance metric widely used by investors to assess the cost of borrowed funds, as well

as by rating agencies and creditors to assess the ability to meet interest obligations. Given the nature

of this metric, it is not possible to reconcile it with the Group's Financial Statements; however, the

main information is available in the consolidated financial statements.

Liquidity position - This is calculated as the sum of the Group's cash plus the amount of receivables

from corporate transactions, the treasury shares position at market value and available credit

facilities. Liquidity position is an operational metric commonly used by investors to analyse the level

of financial flexibility, as well as by rating agencies and debtors to assess the ability to repay debt.

The reconciliation with IFRS metrics is shown in the table below.

Net debt - Net debt is calculated as financial debt minus cash and cash equivalents (e.g. receivables

or treasury shares). Net debt is a performance metric widely used by investors to assess the risk

level, as well as by rating agencies and creditors to assess the level of debt. The reconciliation with

NIIF metrics is shown in the table below.

Investment in energy efficiency improvements - Investments aimed at measuring, controlling, or

directly or indirectly reducing energy consumption or carbon footprint in all assets over which we

have operational control. This allows us to continuously improve the energy performance of our

assets.

Total tax contribution - The Total Tax Contribution (TTC) measures the contribution made by a

company or group of companies to the various authorities. As a general rule, both taxes paid and

collected are charged to each fiscal year following a cash basis approach.

• Taxes paid are those taxes that have incurred an effective cost for companies, e.g. income

tax, social security contributions paid by the company, or certain environmental taxes.

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Directors' Report – 2025 Statement of Non-Financial Information

• Taxes collected are those that have been paid as a result of the company’s economic activity,

without entailing a cost for the companies other than that of their management, such as

employee tax withholdings.

Reconciliation of the APM with the Financial Statements

(€ thousand)			Notes	FY25	FY24
Total revenues			6	538,963	494,572
Other operating income			Consolidated income statement	10,384	8,428
Subsidies			6
Personel expenses			18	(55,243)	(36,199)
Other operating expenses			18	(94,807)	(96,588)
Accounting EBITDA				399,395	370,265
Costs related to acquisition and disposals			18	1,919	5,971
Other costs			18	774	104
Severances			18	153	34
Non-overhead costs				2,847	6,109
Long term incentive plan			18	13,582	2,804
EBITDA				415,824	379,179
Financial expenses excluding debt arrangement costs			Consolidated income statement	(97,542)	(84,519)
Equity method attributable FFO			n.a	15,889	20,399
IFRS16 Adjustement			n.a	(179)	2,062
Discontinued operations			n.a	—	—
Current taxes (2)			n.a	(7,316)	(6,288)
FFO				326,677	310,833
Non-overhead costs			18	(2,847)	(6,109)
Long term incentive plan				(13,582)	(2,804)
Accounting FFO				310,249	301,920

(€ thousand)		Notes	FY25	FY24
Gross rental income		Consolidated income statement	541,856	500,380
Revenue from rendering of services		6	29,140	23,983
Other net operating income		n.a	(6,071)	(7,621)
Revenues			564,926	516,743

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Directors' Report – 2025 Statement of Non-Financial Information

€ million			Notes	FY25	FY24
Investment property			7	11,983.7	10,865.5
Equity method			9	530.6	570.1
Non current financial assets(1)			10	95.6	94.1
Non-current assets			n.a.	0.9	0.9
Inventory(2)			n.a.	7.2	7.0
Total balance sheet items				12,617.9	11,537.5
IFRS-16 (concessions)			n.a.	(53.8)	(54.0)
Equity method adjustment			n.a.	65.8	55.9
Non-current assets adjustment(3)			n.a.	0.3	0.3
Total valuation				12,630.2	11,539.8
Offices				6,591.3	6,487.7
Logistics				1,449.4	1,391.9
Shopping centers				2,132.8	2,014.2
Logistics WIP & Office landbank				281.5	313.6
Data Centers WIP & Landbank				1,367.2	560.4
Others				116.0	51.9
Equity method				691.9	720.1

(1) Including DCN loan

(2) Net value paid by MERLIN. Excludes both amounts not paid yet and pre-sold inventory. Total inventory amounts to

EUR 39.0 millions as of FY25

(3) MtM of the non-current assets

	(€ m)		Notes	FY25	FY24
A	GAV		Section 3 Results Report	12,630	11,540
B	Transaction costs		n.a	328	302
C=A+B	GAV + transaction			12,958	11,842
N	Net debt		Section 4 Results Report	3,743	3,347
D= N/C	LTV			28.9%	28.3%
E	Net debt		Section 4 Results Report	3,743	3,347
F	Equity		Balance sheet	8,074	7,501
G= E+F	Total capital			11,817	10,848
H=E/G	Leverage ratio			31.7%	30.9%
I	Financial debt		Section 4 Results Report	4,968	4,914
J= K+L+M	Cash and cash			1,225	1,567
K	Cash		Balance sheet	1,215	1,553
L	Receivables		Balance sheet	—	—
M	Treasury stock		Balance sheet	10	14
N=I=J	Net debt			3,743	3,347
J	Cash and cash			1,225	1,567
O	Undrawned credit		14.1	740	797
P=J+O	Liquidity position			1,965	2,364

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Directors' Report – 2025 Statement of Non-Financial Information

FY25

EPRA Net Asset Value Metrics			EPRA NRV	EPRA NTA	EPRA NDV
IFRS Equity attributable to shareholders			8,074	8,074	8,074
Include / Exclude:
i) Hybrid instruments			—	—	—
Diluted NAV			8,074	8,074	8,074
Include:
ii.a) Revaluation of IP (if IAS 40 cost option is used)			—	—	—
ii.b) Revaluation of IPUC1 (if IAS 40 cost option is used)			—	—	—
ii.c) Revaluation of other non-current investments			66.1	66.1	66.1
iii) Revaluation of tenant leases held as finance leases			—	—	—
iv) Revaluation of trading properties			—	—	—
Diluted NAV at Fair Value			8,140.5	8,140.5	8,140.5
Exclude:
v) Deferred tax in relation to fair value gains of IP			574.5	544.6	—
vi) Fair value of financial instruments			(20.6)	(20.6)	—
vii) Goodwill as a result of deferred tax			—	—	—
viii.a) Goodwill as per the IFRS balance sheet				—	—
viii.b) Intangibles as per the IFRS balance sheet				(4.5)
Include:
ix) Fair value of fixed interest rate debt					158.4
x) Revaluation of intangibles to fair value			—
xi) Real estate transfer tax			328.0	—	—
NAV			9,022	8,660	8,299
Fully diluted number of shares			563,724,899	563,724,899	563,724,899
NAV per share			16.00	15.36	14.72

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Directors' Report – 2025 Statement of Non-Financial Information

FY25

EPRA NIY and 'topped-up' NIY	(€ million)	Offices	Logistics	Shopping Centers	Data Centers	Others	Total
Investment property – wholly owned		6,698	1,624	2,133	1,367	116	11,938
Investment property – share of JVs/Funds		—	—	—	—	—	—
Trading property (including share of JVs)		—	—	—	—	—	—
Less: developments		(512)	(175)	—	(556)	(28)	(1,271)
Completed property portfolio		6,186	1,449	2,133	811	88	10,667
Allowance for estimated purchasers’ costs		196	40	45	6	2	289
Gross up completed property portfolio valuation	B	6,382	1,490	2,178	816	89	10,956
Annualised cash passing rental income		303	83	137	54	2	579
Property outgoings		(34)	(9)	(13)	(16)	—	(72)
Annualised net rents	A	268	74	125	37	2	507
Add: notional rent expiration of rent free periods or other lease incentives		14	4	5	—	0	22
Topped-up net annualised rent	C	282	77	130	37	2	529
EPRA NIY	A/B	4.2%	5.0%	5.7%	4.6%	2.6%	4.6%
EPRA “topped-up” NIY	C/B	4.4%	5.2%	5.9%	4.6%	2.6%	4.8%

MERLIN's has a policy of not capitalising any overhead or operating expenses.

⁸⁸Gross Rental income ( EUR541.9m) - incentives (EUR 32.0m) - ground lease rents (EUR 4.1m).

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Directors' Report – 2025 Statement of Non-Financial Information

FY25

EPRA Cost Ratios				Notes	(€ thousand)
Include:
Administrative/operating expense line per IFRS income statement				13	150,050
Net service charge costs/fees
Management fees less actual/estimated profit element
Other operating income/recharges intended to cover overhead expenses less any related profits
Share of Joint Ventures expenses
Exclude (if part of the above):
Investment property depreciation
Ground rent costs
Service charge costs recovered through rents but not separately invoiced
EPRA Costs (including direct vacancy costs)			A		150,050
Direct vacancy costs					8,383
EPRA Costs (excluding direct vacancy costs)			B		141,667
Gross Rental Income less ground rents – per IFRS (1) 88					505,771
Less: service fee and service charge costs components of Gross Rental Income (if relevant)
Add: share of Joint Ventures (Gross Rental Income less ground rents)
Gross Rental Income			C		505,771
EPRA Cost Ratio (including direct vacancy costs)			A/C		29.7%
EPRA Cost Ratio (excluding direct vacancy costs)			B/C		28.0%

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Directors' Report – 2025 Statement of Non-Financial Information

FY25

EPRA Vacancy Rate	(€ million)	Offices	Shopping Centers	Logistics	Data Centers	Others	Total
Estimated Rental Value of vacant space	A	16.7	4.8	2.9	8.6	0.3	33.3
Estimated Rental Value of the whole portfolio	B	322.0	132.3	87.6	62.7	4.0	608.5
EPRA Vacancy Rate	A/B	5.2%	3.7%	3.4%	13.7%	7.0%	5.5%

⁸⁹  Change in fair value of financial instruments (Consolidated income statement) + debt amortization costs (Consolidated

income statement) + IFR16 adjustment.

⁹⁰ Difference between the share in earnings of equity method instruments (Consolidated income statement) and the

attributable EPRA Earnings of the subsidiaries.

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Directors' Report – 2025 Statement of Non-Financial Information

FY25

EPRA Earnings (€ thousand)				Notes	FY25
Earnings per IFRS income statement					786,129
Adjustments to calculate EPRA Earnings, exclude:					488,894
(i) Changes in value of investment properties, development properties held for investment and other interests				Income statement	493,846
(ii) Profits or losses on disposal of investment properties, development properties held for investment and other interests				Income statement	9,313
(iii) Profits or losses on sales of trading properties including impairment charges in respect of trading properties.					—
(iv) Tax on profits or losses on disposals				n.a.	—
(v) Negative goodwill / goodwill impairment				n.a.	—
(vi)Changes in fair value of financial instruments and associated close-out costs 89				n.a.	(6,605)
(vii) Acquisition costs on share deals and non-controlling joint venture interests				n.a.	—
(viii) Adjustments related to funding structure				n.a.	—
(ix) Adjustments related to non-operating and exceptional items				n.a.	—
(x) Deferred tax in respect of EPRA adjustments				n.a.	(19,806)
(xi) Adjustments (i) to (viii) above in respect of joint ventures (unless already included under proportional consolidation)				Income statement	—
(xii) Non-controlling interests in respect of the above 90					12,147
EPRA Earnings					297,235
Basic number of shares					563,724,899
EPRA Earnings per Share (EPS)					0.53
Company specific adjustments:					29,442
(a) LTIP provision				18 c	13,582
(b) Opex non-overheads				18 b and c	2,847
(c ) Debt amortization costs				18 d	8,053
(d) Depreciation				Income statement	5,037
(e) Provisions (surpluss)/deficit				Income statement	(77)
Company specific Adjusted Earnings					326,676
Company specific Adjusted EPS					0.58

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Directors' Report – 2025 Statement of Non-Financial Information

FY25

		Proportionate consolidation
EPRA LTV Metric (€ M)	Group as reported	Share of Joint Ventures	Share of Material Associates	Non- controlling Interests	Combined
Include:
Borrowings from financial institutions(1)	1,620.7	–	81.7	–	1,702.5
Commercial paper	–	–	–	–	–
Hybrids (including convertibles, preference shares, debt, options, perpetuals)	–	–	–	–	–
Bond loans (2)	3,371.6	–	–	–	3,371.6
Foreign currency derivatives (futures, swaps, options and forwards)	–	–	–	–	–
Net payables (3)	135.7	–	118.5	–	254.2
Owner-occupied property (debt)	–	–	–	–	–
Current accounts (equity characteristic)	–	–	–	–	–
Exclude:	–				–
Cash and cash equivalents	(1,214.9)	–	(18.4)	–	(1,233.4)
Net Debt (a)	3,913.1	–	181.8	–	4,094.9
Include:	–
Owner-occupied property (4)	1.2	–	–	–	1.2
Investment properties at fair value	11,983.7	–	609.5	–	12,593.2
Properties held for sale	–	–	–	–	–
Properties under development	–	–	–	–	–
Intangibles	–	–	–	–	–
Net receivables	–	–	–	–	–
Financial assets (5)	95.6	–	–	–	95.6
Total Property Value (b)	12,080.5	–	609.5	–	12,690.0
EPRA LTV (a/b)	32.4%	–%	–%	–%	32.3%
Real Estate Transfer Taxs (RETTS) (c)	328.0	–	15.7	–	343.7
EPRA LTV (incl. RETTS) (a/(b+c))	31.5%	–%	–%	–%	31.4%

(1) Including notional amount (EUR 1,617.5m) and accrued interest (EUR 3.2m). Please refer to Note 14 of the Annual

Accounts for further details.

(2) Including notional amount (EUR 3,350.0m) and accrued interest (EUR 21.6m). Please refer to Note 14 of the Annual

Accounts for further details.

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Directors' Report – 2025 Statement of Non-Financial Information

(3) Considering the net result between payables (Trade and other payables, Other current liabilities, Short term

periodifications and Current income tax liabilities) and receivables (Trade and other receivables, Inventories, Other current

assets and Other current financial assets). Please note that accrued interests are included within borrowings from financial

institutions and bond loans.

(4) Fair value of the owner-occupied property. Book value at amortized cost of EUR 0.9m and MtM adjustment of EUR

0.3m.

(5) Amortized cost of the loan granted to Desarrollos Urbanísticos Udra, S.A.U., secured against a 10% stake in Madrid Crea

Nuevo Norte, S.A. Please refer to Note 10 of the Annual Accounts for further details.

Note: please refer to Note 9 of the Annual Accounts for further detail regarding minority stakes. MERLIN considers material

associates the following companies: ZAL Port (Centro Intermodal de Logística, S.A.), Tres Aguas (Paseo Comercial Carlos III,

S.A.), CreaMNN (Crea Madrid Nuevo Norte S.A.) and Silicius (Silicius Real Estate SOCIMI, S.A.)

	48.50%	50.00%	14.46%
EPRA LTV Metric	ZAL Port	Tres Aguas	CreaMNN	Share of Material Associates € M
Include:
Borrowings from financial institutions	107.7	59.0	–	81.7
Commercial paper	–	–	–	–
Hybrids (including convertibles, preference shares, debt, options, perpetuals)	–	–	–	–
Bond loans	–	–	–	–
Foreign currency derivatives (futures, swaps, options and forwards)	–	–	–	–
Net payables	9.6	1.4	782.5	118.5
Owner-occupied property (debt)	–	–	–	–
Current accounts (equity characteristic)	–	–	–	–
Exclude:
Cash and cash equivalents	(12.8)	(2.3)	(76.8)	(18.4)
Net Debt (a)	104.5	58.2	705.7	181.8
Include:
Owner-occupied property	–	–	–	–
Investment properties at fair value	751.4	125.3	1,261.3	609.5
Properties held for sale	–	–	–	–
Properties under development	–	–	–	–
Intangibles	–	–	–	–
Net receivables	–	–	–	–
Financial assets	–	–	–	–
Total Property Value (b)	751.4	125.3	1,261.3	609.5

262

Directors' Report – 2025 Statement of Non-Financial Information

Appendix VI. Significant events after the reporting date

In February 2026, the Group signed a 48 MW IT lease agreement for the Data center located in

Bilbao, one year ahead of delivery.

In February 2026, the Group signed a 18 MW IT lease agreement for the Data center located in

Madrid.

In February, the Group signed a 12,908 sqm long-term lease contract in Cerro Gamos Business Park

with a leading university .

263

264

265

266

267

MERLIN PROPERTIES, SOCIMI, S.A.

Preparation of the Consolidated Financial Statements and Consolidated Directors’ Report relating to the fiscal

year ended December 31, 2025.

In accordance with articles 365 and 366 of the Companies Registry Regulations, in relation to subarticle one of article 253

of the Capital Companies Law in force, the Board of Directors of MERLIN Properties, SOCIMI, S.A. (the “Company”) has

prepared (formulado) (in English) the consolidated financial statements and the consolidated directors’ report (which has

attached, as a separate section, the Annual Corporate Governance Report, the Annual Director Remuneration Report and

the Statement of Non-Financial Information), relating to the year ended December 31, 2025, in single electronic format

according with the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 and included in the electronic

file/s with the following hash code/s

Number:

(The “Consolidated Financial Statements File”).

In addition, through the execution and signature of this signature page, and pursuant to subarticle two of said article 253,

the members forming the Company’s Board of Directors declare that they have signed, in their own handwriting, the entire

contents of the Consolidated Financial Statements File.

Signatories: __________________________________ Mr. José Luis de Mora Gil-Gallardo Chairman	__________________________________ Mr. Ismael Clemente Orrego Vice-Chairman
__________________________________ Mrs. Francisca Ortega Hernández-Agero Member	__________________________________ Mr. Fernando López Muñoz Member
__________________________________ Mrs. María Luisa Jorda Castro Member	__________________________________ Mrs. Pilar Cavero Mestre Member
__________________________________ Mr. Juan María Aguirre Gonzalo Member	__________________________________ Mr. Miguel Ollero Barrera Member
__________________________________ Mrs. Inès Archer Toper Member	__________________________________ Mr. Fernando Javier Ortiz Vaamonde Member
__________________________________ Mrs. Julia Bayón Pedraza Member	__________________________________ Mr. George Donald Johnston Member

Madrid, 26 February 2026

268

MERLIN Properties, SOCIMI, S.A.

DECLARATION OF RESPONSIBILITY FOR THE 2025 FINANCIAL STATEMENTS

The members of the Board of Directors of Merlin Properties, SOCIMI, S.A. declare that, to the best of their knowledge, the

individual financial statements of Merlin Properties, SOCIMI, S.A. and the consolidated financial statements with its subsidiaries,

for the year ended December 31, 2025, prepared (formuladas) (in English) by the Board of Directors at the meeting held on

February 26, 2026, in accordance with the applicable accounting principles and in single electronic format, offer a true and fair

view of the net worth, financial situation and results of Merlin Properties, SOCIMI, S.A. and of the subsidiaries included in the

consolidated group, taken as a whole, and that the directors’ reports accompanying the individual and consolidated financial

statements (along with their attachments and supplementary documentation including the Statement of Non-Financial

Information as part of the Consolidated Directors' Report) include a true analysis of the business performance, results and position

of Merlin Properties, SOCIMI, S.A. and of the subsidiaries included in the consolidated group, taken as a whole, and a description

of the main risks and uncertainties they face.

Signatories: __________________________________ Mr. José Luis de Mora Gil-Gallardo Chairman	__________________________________ Mr. Ismael Clemente Orrego Vice-Chairman
__________________________________ Mrs. Francisca Ortega Hernández-Agero Member	__________________________________ Mr. Fernando López Muñoz Member
__________________________________ Mrs. María Luisa Jorda Castro Member	__________________________________ Mrs. Pilar Cavero Mestre Member
__________________________________ Mr. Juan María Aguirre Gonzalo Member	__________________________________ Mr. Miguel Ollero Barrera Member
__________________________________ Mrs. Inès Archer Toper Member	__________________________________ Mr. Fernando Javier Ortiz Vaamonde Member
__________________________________ Mrs. Julia Bayón Pedraza Member	__________________________________ Mr. George Donald Johnston Member

In Madrid, on February 26, 2026