Merlin Properties SOCIMI S A : Item Two – Proposed appropriation of income/loss of 2023 financial statements and distribution of reserves

FOR INFORMATION PURPOSES. SPANISH VERSION PREVAILS.

RESOLUTION PROPOSED TO THE ANNUAL SHAREHOLDERS' MEETING OF MERLIN PROPERTIES, SOCIMI, S.A. CALLED FOR MAY 8 AND MAY 9, 2024, ON FIRST AND SECOND CALL, RESPECTIVELY

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ITEM TWO ON THE AGENDA:

Approval of income/loss and distribution of reserves.

1. Examination and approval, if appropriate, of the proposed appropriation of income/loss for the year ended December 31, 2023.
   PROPOSED RESOLUTION:
   "To approve, in accordance with the proposal from the Board of Directors, the appropriation of income/loss for fiscal year 2023, amounting to income of
   97,609,807.65 euros, as follows:
2. 1. To be offset interim dividend: 93,672,962.20 euros.
   2. To distribution of dividends: 3,936,845.45 euros gross. The distribution will be made through the entities participating in "Sociedad de Gestión de los
      Sistemas de Registro, Compensación y Liquidación de Valores, S.A., Sole-
      Shareholder Company" (IBERCLEAR), authorizing the Board of Directors for such purpose, with express powers of delegation, so that it may (i) set the date on which the registered holders entitled to receive the dividend will be determined (record date), as well as (ii) set the specific date of payment of the dividend (payment date), and (iii) appoint the entity to act as payment agent and perform such other steps as may be necessary or appropriate for the successful outcome of the distribution."
3. Examination and approval, if appropriate, of a distribution of a dividend out of the "share premium" reserve.
   "To distribute, with a charge to the share premium reserve, an amount of €0.23162 gross for each share of the Company entitled to receive it (the maximum amount to be distributed being €108,808,301.115 gross if the distribution were made in relation to all of the ordinary shares of the Company).
   The distribution will be made through the entities participating in "Sociedad de
   Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A., Sole-Shareholder Company" (IBERCLEAR), authorizing the Board of
   Directors for such purpose, with express powers of delegation, so that it may (i) set the date on which the registered holders entitled to receive the corresponding share premium will be determined (record date), as well as (ii) set the specific date of payment of the referred share premium (payment date), and (iii) appoint the

entity to act as payment agent and perform such other steps as may be necessary or appropriate for the successful outcome of the distribution."

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