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INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED ON JUNE 30, 2016

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Page 1: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

INTERIM FINANCIAL STATEMENTSFOR THE PERIOD ENDED

ON JUNE 30, 2016

Page 2: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

MERLIN PROPERTIES IS THE LEADING SOCIMI IN THE SPANISH REAL ESTATE MARKET

Page 3: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

O1. Key aspects 4

O2. Business performance 10

O3. Portfolio and valuation 24

O4. Financial statements 28

O5. EPRA metrics 36

O6. Events Post-closing 38

O7. Stock exchange evolution 40

APPENDIX

EPRA metrics calculation 44

Alternative measures of performance 48

List of assets 50

Asset location maps 54

Page 4: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

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KEY ASPECTS

01

Page 5: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

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Interim Financial Statements

KEY ASPECTS

1. Capital structure

As of 30 June 2016, the share capital of MERLIN Properties SOCIMI, S.A. (“MERLIN”, “MERLIN Properties” or the “Company”) amounted to € 323,030 thousand, represented to €323,030,000 fully subscribed and paid shared with a nominal value of 1 euro each, all of which are of the same class and confer the holders thereof the same rights. All the shares are quoted on the four national stock exchanges: Madrid, Barcelona, Bilbao and Valencia.

2. Investment activity

During the first semester of 2016, MERLIN Properties has acquired 100% of the equity and profit participating loans of 2 Portuguese entities, owners of 2 office buildings, Monumental (that also comprises a retail mall) and Torre Lisboa, and 4 logistics assets for development: a warehouse located in Madrid-Pinto to be refurbished, a land plot in Madrid-Azuqueca, a land plot in Madrid-Meco and a land plot in Guadalajara-Cabanillas. In addition, MERLIN has acquired a 2,373 sqm retail unit in Larios shopping center and a 701 sqm retail unit in Porto Pi shopping center. The acquisitions of these assets represent a total investment of € 149,357 thousand.

Additionally, during the second quarter, MERLIN has sold the asset Faro de Hércules, a non-strategic asset which consists in a nursing home located in La Coruña, for a price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2 million).

3. Commercial portfolio

After the acquisitions and divestments executed during the first semester of 2016, MERLIN Properties owns a commercial real estate portfolio comprising 1,012 fully owned assets with a stock gross lettable area (“stock G.L.A.”) of 1,895,760 sqm and 10 assets under development, with a development gross lettable area (“development G.L.A.”) of 502,915 sqm. In addition, MERLIN holds 7 minority stakes, comprising 49 assets and a stock G.L.A. of 162,186 sqm. The portfolio gross asset value (“GAV” or “Gross Asset Value”), in accordance with Savills and CBRE valuation as of 30 June 2016 amounts to € 6,526,569 thousand. The net asset value, following EPRA recommendations (“EPRA Net Asset Value”), amounts to € 3,423,164 thousand (€ 10.60 per share). Adjusted EPRA NAV, once deducted the goodwill arising as a result of Testa acquisition, outstanding as of 30 June 2016 (€ 78,258 thousand), amounts to € 3,344,906 thousand (€ 10.35 per share).

4. Results

In the first semester, MERLIN recorded revenues of € 158,029 thousand, recurring EBITDA of € 135,485 thousand, recurring FFO of € 98,663 thousand and a net consolidated result of € 211,187 thousand. Please note that for reporting purposes, Princesa’s retail units have been reclassified from the shopping centers category to High Street retail.

Page 6: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

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Free Float

Invesco

Principal Financial Gr.

Standard Life

Blackrock

Free float 88.0%

INVESCO 1.1%

Principal Financial Group 3.0%

Standard Life 3.1%

Black Rock 4.9%

ASPECTOS CLAVENumber of ordinary shares

323,030,000

Total equity 3,045,699

GAV 6,526,569

Net Debt 3,123,545

Net Debt / GAV 47.9%

Capital structure key data

Key aspects of the commercial portfolio

(€ thousand) 30/06/16

GAV of the commercial portfolio (1) (2) 6,134,759

GAV of the portfolio under development (1) (2) 107,797

GAV non-core land (1) (2) 131,720

GAV equity method stakes (2) 152,294

Total GAV 6,526,569

Gross annualized rents 2016 (3) 308,532

“Topped-up” annualized rents 2016 (3) 291,214

EPRA gross yield (4) 5.0%

EPRA topped-up yield (4) 4.7%

Stock G.L.A. (sqm) 1,895,760

Occupancy rate 95.5%

WAULT by rents (years) (5) 9.3

Development G.L.A. (sqm) 502,915

EPRA net asset value (“EPRA NAV”) 3,423,164

EPRA NAV per share (€) 10.60

Adjusted EPRA NAV (ex-goodwill) 3,344,906

Adjusted EPRA NAV per share (€) 10.35

(1) Commercial portfolio: assets available for lease including rented residential. Portfolio under development includes advanced payments for forward purchases and 7 land plots for development.

(2) In accordance with Savills and CBRE appraisals as of 30 June 2016(3) Gross / topped-up annualized rents have been calculated as passing rent as of 30 June multiplied by 12.(4) Calculated as gross / topped-up annualized rents divided by GAV of the commercial portfolio.(5) Weighted unexpired lease term, calculated as the number of years of unexpired lease term, as from 30 June 2016 until the first

break option of the lease contracts, weighted by the gross rent of each individual lease contract.

Source: CNMV

Page 7: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

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Interim Financial Statements

GAV per asset class Gross annualized rents per asset class

Occupancy and WAULT per asset class

Gross yield per asset class

5.0%MERLIN AVG

9.3

MERLINAVG

OtherRented Residential

HotelsHigh Street retail

LogisticsShopping centers

Offices

5.0%5.3%

6.9%5.6%

4.8%

3.8%

5.6%

4.5

2.2

15.8

2.64.0 3.5

20.2

95.5%

MERLINAVG

90.1%98.2%

90.4%

100% 100% 100%97.0%

Offices High Street retail Shopping centers Logistics Hotels Rented Residential Other

37.6%

32.0%

6.5%

12.2%

7.5%

4.1%0.1%

31.3%

10.9%

35.8% 5.2%4.4%

6.1%

6.3%

OtherRented Residential

HotelsHigh Street retail

LogisticsShopping centers

Offices

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(€ thousand) 30/06/16 30/06/15

Gross rents 154,625 65,444

Property expenses not recharged to tenants

(8,693) (1,557)

Net rents before incentives and collection loss

145,932 63,886

Incentives, straight-lines and collection loss

(3,655) (772)

Net rents after incentives and collection loss

142,277 63,114

Other income 3,404 1,939

Personnel expenses (6,967) (5,063)

Recurring general expenses (3,229) (1,120)

Non-recurring general expenses (7,311) Por acción (1,575) Por acción

EBITDA 128,174 0.40 57,293 0.30

Net interest expense (36,822) (14,157)

FFO(1) 91,352 0.28 43,136 0.21

EPRA earnings 80,581 0.25 44,802 0.23

Profit (loss) for the period attributable

211,143 0.65 119,582 0.62

Plus non-recurring general expenses 7,311 1,575

Recurring EBITDA 135,485 0.42 58,868 0.30

Recurring FFO 98,663 0.31 44,711 0.23

Key consolidated financial and economic indicators (IFRS)

(1) FFO calculated as EBITDA (€ 128,174 thousand) less debt interest expenses paid in the period (€ 36,822 thousand).

Page 9: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

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Interim Financial Statements

Page 10: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

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BUSINESS PERFORMANCE

02

Page 11: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

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Interim Financial Statements

Gross rents in the period amount to € 154,625 thousand. Gross rents per

asset category as well as average passing rent are shown below:

1H 2016 gross rents per asset category

6.4%

0.6%

31.1%

13.2%37.1%

8.0%

3.6%

Office

Logistics

High Street retail

Hotels

Shopping centers

Rented Residential Others

Average passing rent (€/sqm/month)

15.9

Hotels

3.7

Logistics(1)

20.4

Shopping centers

18.1

Office

8.8

Rented Residential

AVERAGE RENT

(1) Excluding turn-key projects.

18.3

High Street retail

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Stock G.L.A. of MERLIN as of 30 June 2016 amounts to 1,895,760 sqm. Stock as of 31 December 2015 amounted to 1,865,487 sqm, resulting in a net increase of the stock during the semester of 30,273 sqm.

In addition, the retail units acquired in Porto Pi (701 sqm) and Larios (2,373 sqm) have not been included yet as part of the stock G.L.A. since enhancement works are underway. Occupancy rate as of 30 June 2016 is 95.5%.

OCCUPANCY

30/06/16 31/03/16 31/12/15

Offices

Total G.L.A. (sqm) 584,969 584,969 554,362

G.L.A. occupied (sqm) 526,806 526,173 498,728

Occupancy rate (%) 90.1% 89.9% 90.0%

Shopping centers(1)

Total G.L.A. (sqm) 164,325 164,325 172,032

G.L.A. occupied (sqm) 148,547 152,484 160,740

Occupancy rate (%) 90.4% 92.8% 93.4%

Logistics

Total G.L.A. (sqm) 454,784 454,784 454,784

G.L.A. occupied (sqm) 446,757 425,178 425,178

Occupancy rate (%) 98.2% 93.5% 93.5%

High Street retail(1)

Total G.L.A. (sqm) 450,611 450,611 437,409

G.L.A. occupied (sqm) 450,611 450,611 437,409

Occupancy rate (%) 100.0% 100.0% 100.0%

Hotels

Total G.L.A. (sqm) 116,741 116,741 116,741

G.L.A. occupied (sqm) 116,741 116,741 116,741

Occupancy rate (%) 100.0% 100.0% 100.0%

Rented Residential

Total G.L.A. (sqm) 124,019 124,019 124,019

G.L.A. occupied (sqm) 120,341 119,405 120,367

Occupancy rate (%) 97.0% 96.3% 97.1%

Others

Total G.L.A. (sqm) 311 6,140 6,140

G.L.A. occupied (sqm) 311 6,140 6,140

Occupancy rate (%) 100.0% 100.0% 100.0%

MERLIN

Total G.L.A. (sqm) 1,895,760 1,901,589 1,865,487

G.L.A. occupied (sqm) 1,810,114 1,796,731 1,765,303

Occupancy rate (%) 95.5% 94.5% 94.6%

Occupancy

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Interim Financial Statements

Occupancy evolution on a like-for-like basis, adjusted to exclude changes in the stock G.L.A., is as follows:

Offices

90.0% 89.9%

Shopping centers

92.9%

90.1%

Logistics

93.5%

98.2%

High Street retail

100%100%

Hotels

100%100%

Others

100%100%

Rented Residential

97.0%97.1%

MERLIN AVG 95.5% 94.6%

30/06/2016 31/12/2015

Page 14: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

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LEASING ACTIVITY

Since the beginning of 2016, or since the acquisition date for the assets acquired during the year until 30 June 2016, MERLIN has signed lease agreements amounting to 310,911 sqm, out of which 123,770 sqm

corresponds to new leases and 187,141 sqm to renewals.

The breakdown per asset category is as follows:

100,000

80,000

60,000

40,000

20,000

0

-20,000

-40,000

(506)

49,719

22,596

(23,102)

Offices Minority stakes

46,149

17,276

(918)

(18,193)

Logistics (pre-let)

48,468 48,468

Logistics (stock)

77,400

13,873 13,851

(4,536)

(18,387)

Shopping centers

OutRenewals In Net

21,579 21,579

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Interim Financial Statements

Offices

Total take-up amounts to 72,315 sqm out of which 22,596 sqm correspond to new contracts and 49,719 sqm to renewals. Exits amounted to 23,102 sqm, and therefore the net take-up is negative by 506 sqm. New contracts have been concentrated in Arroyo Valdebebas T7, Padre Domonicos T4, Juan Esplandiu 11-13, Avda. Bruselas 24, Castellana 83-85 and Muntadas I.

Asset Tenant GLA (sqm)

Aquamarina SAS 4,667

Padres Dominicos T4 Porsche 1,718

Juan Esplandiu 11-13 Cellnex 3,015

Avenida de Bruselas 24 Procter & Gamble 1,897

Castellana 83-85 Amazon 1,694

Shopping centers

Total take-up amounts to 27,724 sqm out of which 13,851 sqm correspond to new contracts and 13,873 sqm renewals. Exits amounted to 18,387 sqm, and therefore the

net take-up is negative by 4,536 sqm. Main new contracts are the following:

Footfall performance continues upwards with total visitors in the last twelve months up by 9.4% versus 0.1% reported by Footfall Index Spain. Accumulated sales in the last

twelve months compared to previous period increased by 5.7% versus 3.7% average of sector (according to Footfall Index Spain).

Asset Tenant GLA (sqm)

Marineda Leroy Merlin 11,984

Marineda Conforama 4,177

Larios Primark 5,389

Larios Zara 2,026

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Logistics

Total take-up amounts to 147,447 sqm out of which 70,047 sqm correspond to new contracts and 77,400 sqm to renewals. There have been no exits during the period. The 48,468 sqm contract has been signed

Asset Tenant GLA (sqm)

Guadalajara-Cabanillas II Luis Simoes 48,468

Guadalaja-Alovera Logiters 38,763

Zaragoza-Pedrola Magna 21,579

with the logistic operator Luis Simoés in Guadalajara-Cabanillas II (forward lease once the warehouse is delivered, expected by June 2017). Main new contracts are the following:

Page 17: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

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Interim Financial Statements

INVESTMENTS

During the first half of 2016, investment activity has been as follows:

Acquisition of Guadalajara-Azuqueca II

On 19 February 2016, the Company acquired, through MERLIN Logística, a land plot located in Guadalajara-Azuqueca, for the construction of a 100,000 sqm logistics warehouse for an amount of € 17,354 thousand.

The asset is located in the second logistics ring of Madrid, in the “Corredor de Henares”, 40 km away from Madrid and 30 km from the airport. The warehouse will benefit from great access to the A-2 and R-2 highways.

Key metrics once the asset is leased would be as follows:

Madrid-Azuqueca II

Acquisition price of the asset (1) (€ thousand) 17,354

Estimated construction cost (€ thousand) 35,612

Total estimated investment (€ thousand) 52,966

Annualized gross rent (€ thousand) 4,416

EPRA Gross Yield (2) 8.3%

Total G.L.A. (sqm) 100,000

Occupancy rate (estimated) 100%

(1) Including transaction cost.(2) Calculated as annualized gross rent estimated at full occupancy divided by the acquisition price of the asset.

Madrid

Barcelona

Azuqueca Plot

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Acquisition of Madrid-Pinto

On 8 March 2016, the Company acquired, through MERLIN Logística, an industrial warehouse located in Madrid-Pinto, for an amount of € 12,831 thousand.

The asset has a 70,000 sqm G.L.A. and is divided in various modules. Business plan contemplates a full refurbishment to adapt it to the best standards (c. € 6.2 million). The warehouse is located in the Southern corridor of Madrid with good accessibility to both A-4 and A-42 highways.

Key metrics once the asset is leased would be as follows:

Madrid-Pinto

Acquisition price of the asset (1) (€ thousand) 12,831

Estimated construction cost (€ thousand) 6,150

Total estimated investment (€ thousand) 18,981

Annualized gross rent (€ thousand) 1,800

EPRA Gross yield (2) 9.5%

Total G.L.A. (sqm) 70,000

Occupancy rate (estimated) 100%

(1) Including transaction costs.(2) Calculated as annualized gross rent estimated at full occupancy divided by the acquisition price of the asset.

Pinto warehouse

Area empresarial Andalucía

A-4

R-4

Gavilanes

CLA

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Interim Financial Statements

Acquisition of Monumental and Torre Lisboa

On 10 March 2016, the Company acquired 100% of the shares and profit participated loans of two Portuguese companies owners of the office buildings Monumental and Torre Lisboa, for an aggregate amount of € 103 million.

Monumental building is an emblematic asset in Lisbon, located in the financial heart of the city, in the Duque de Saldanha square. It is a mix use building with total gross lettable area of 22,387 sqm distributed between office space (16,892 sqm) and retail space (5,495 sqm). The office part is distributed in 12 floors and it is currently at an occupancy rate of 89%, leased to various national and international companies like KPMG, Marsh or Mercer. The retail part accounts for 41 retail units and it is at a 98% occupancy rate leased to different national and international operators.

Torre Lisboa comprises 13,715 sqm above ground of office G.L.A. distributed in 16 story and is currently fully let to the multinational energy company Galp, one of the largest listed Portuguese companies. Torre Lisboa is part of the consolidated office Business Park Torres de Lisboa that counts with 8 buildings (7 office building and 1 hospital), over 70,000 sqm and 1,683 parking units. The office complex is located in the ring road of Lisbon, with excellent visibility and the next to the main communication axis with well-known national and international brands like Banco BPI, Cetelem, Medtronic, Mazars, Regus, and Galp.

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Monumental

Acquisition price of the asset (1) (€ thousand) 60,009

Asset debt outstanding as of the date of purchase (€ thousand) -

Equity disbursement (€ thousand) 60,009

% Debt to acquisition price of asset 0%

Annualized gross rent 2016 (€ thousand) 4,460

Annualized net rent 2016 (€ thousand) 4,165

EPRA Gross yield (2) 7.5%

EPRA Topped-up Yield (2) 6.9%

Total G.L.A. (sqm) 22,387

Occupancy rate 89%

WAULT by rents (years) (3) 3.0

(1) Including transaction costs.(2) Calculated as the gross/ net annualized rent minus annualized property expenses not rechargeable to tenant, divided by the

acquisition price of the asset.(3) Weighted average unexpired lease term, calculated as number of years of unexpired lease term, as from 31 March 2016, until the

first break option window of the lease contracts, weighted by the gross rent of each individual lease contract.

Torre Lisboa

Acquisition price (1) (€ thousand) 43,009

Asset debt outstanding as of the date of purchase (€ thousand) -

Equity disbursement (€ thousand) 43,009

% Debt to acquisition price of asset 0%

Annualized gross rent 2016 (€ thousand) 2,802

Annualized net rent 2016 (€ thousand) 2,723

EPRA Gross yield (2) 6.5%

EPRA Topped-up Yield (2) 6.3%

Total G.L.A. (sqm) 13,715

Occupancy rate 100%

WAULT by rents (years) (3) 7.4

(1) Including transaction costs.(2) Calculated as the gross/ net annualized rent minus annualized property expenses not rechargeable to tenant, divided

by the acquisition price of the asset.(3) Weighted average unexpired lease term, calculated as number of years of unexpired lease term, as from 31 March 2016, until

the first break option window of the lease contracts, weighted by the gross rent of each individual lease contract.

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Interim Financial Statements

Acquisition of Madrid-Meco II

On 29 March 2016, the Company acquired, through MERLIN Logística, a land plot located in Madrid-Meco, for the construction of a logistics warehouse with 59,891 sqm of G.L.A.for an amount of € 8,969 thousand.

The warehouse is located in the consolidated logistics park of Meco, 40 km away from

Madrid and 17 km from the airport. The warehouse will benefit from god accessibility to both A-2 and R-2 highways. Business plants contemplates the construction of 3 flexible logistics sheds with the best market standards.

Key metrics once the asset is leased would be:

Madrid-Meco II

Acquisition price of the asset (1) (€ thousand) 8,969

Estimated construction cost (€ thousand) 18,685

Total estimated investment (€ thousand) 27,654

Annualized gross rent (€ thousand) 2,620

EPRA Gross yield (2) 9.5%

Total G.L.A. (sqm) 59,891

Occupancy rate (estimated) 100%

(1) Including transaction costs.(2) Calculated as annualized gross rent estimated at full occupancy divided by the acquisition price of the asset.

R-2

A-2 HighwayMeco I Asset

Meco II Plot

Page 22: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

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Acquisition of Guadalajara-Cabanillas III

On 29 April 2016, the Company signed, through MERLIN Logística, a forward purchase contract of a logistics warehouse located in Cabanillas (Guadalajara), whose delivery is scheduled on May 2017.

The future warehouse, of 50,000 sqm of G.L.A., will be located in the sector SI-20, where MERLIN has works in progress for

other 150,000 sqm. MERLIN has disbursed € 3.600 thousand, corresponding to 15% of total price. Cabanillas del Campo is located in the third ring of Madrid (50 Kms.), province of Guadalajara, with direct access to A-2 and R-2 highways, in the largest national logistical hub, the “Corredor de Henares”.

Key metrics once the asset is leased would be as follows:

Guadalajara-Cabanillas III

Acquisition price of the asset(1) (€ thousand) 24,000

Estimated construction cost (€ thousand) -

Total estimated investmet 24,000

Annualized gross rent (€ thousand) 1.900

EPRA Gross yield (2) 7.7%

Total G.L.A: (sqm) 50,000

Occupancy rate (estimated) 100%

(1) Including transaction cost.(2) Calculated as annualized gross rent estimated at full occupancy divided by the acquisition price of the asset.

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Interim Financial Statements

Page 24: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

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FINANCIAL STATEMENTS

03

Page 25: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

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Interim Financial Statements

MERLIN portfolio has been appraised by CBRE and Savills. Advanced payments related to forward purchase transactions, which have not been appraised, have been added at book value as part of the land for

development category. The GAV of MERLIN as of 30 June 2016 amounts to € 6,526.6 million. The breakdown of valuation key metrics is as follows:

The like-for-like valuation increase from 31 December 2015 is +5.4%.

VALUATION

€ thousand €/sqm/AG Gross Yield

Offices 2,337,713.2 3,996.3 5.0%

Shopping centers 709,417.4 4,317.2 5.3%

Logistics 290,280.0 638.3 6.9%

High Street retail 2,040,343.0 4,528.0 4.8%

Hotels 412,930.0 3,537.1 5.6%

Rented Residential 340,030.0 2,741.8 3.8%

Others 4,045.0 4,455.0 5.6%

Land for development 107,796.6 214.3 -

Non-core land 131,720.0 361.9 -

TOTAL 6,374,275.2 2,307.3 5.0%

Equity method 152,293.9 1,258.9 6.8%

TOTAL with equity method 6,526,569.2 2,249.1 5.1%

1H16

Offices 3,1%

Shopping centers 8,2%

Logistics 5,0%

High Street retail 5,5%

Hotels 3,9%

Rented Residential 18,0%

Others 1,3%

Land for development 9,0%

Non-core land (0,7%)

TOTAL 5,4%

Equity method 10,3%

TOTAL with equity method 5,4%

TOTAL without non-core land 5,5%

GAV lfl evolution

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ı 26 ı

The like-for-like average yield compression in the portfolio is of 27 basis points with respect to 31 December 2015.

Offices

15 bps

Shopping centers

34 bps

Logistics

26 bps

Hotels

22 bps

Other

7 bps

TOTAL

27 bps

Rented Residential

68 bps

Gav Bridge (€m)

GAV Dec-15

6,052.7

Divestments 1H16

(8.2)

Acquisitions 1H16

149.4

Valuation uplift

325.3

Capex

7.4

GAV Jun-16

6,526.6

Goodwill Bridge (€ m) Capex Breakdown

Offices

Logistics Hotels

Shopping centers

Rented Residential Land for development

15%

2%

31%

48%

8%1%

270.0

Testa Acquisition

2H15

(70.1)

Dec-15

199.7

1H16

(121.4)

Jun-16

78.3

High Street retail

44 bps

Page 27: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 27 ı

Interim Financial Statements

Page 28: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 28 ı

FINANCIAL STATEMENTS

04

Page 29: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 29 ı

Interim Financial Statements

CONSOLIDATED INCOME STATEMENT

(€ thousand) 30/06/16 30/06/15

Gross rents 154,625 65,444

Office 57,421 8,078

High Street retail 48,044 44,531

Shopping center 20,427 9,205

Logistics 9,846 3,630

Hotels 12,370 -

Rented residential 5,553 -

Other 963 -

Other income 3,404 1,939

Total revenues 158,029 67,383

Incentives (3,042) (347)

Collection loss (613) (425)

Total operating expenses (26,200) (9,729)

Property expenses not recharged to tenants (8,693) (1,557)

Personal expenses (6,967) (5,063)

Recurring general expenses (3,229) (1,120)

Non-recurring general expenses (7,311) (1,575)

EBITDA 128,174 57,293

Depreciation (2,043) (51)

Gain/(losses) on disposal of assets 64 12

Provision surpluses 54 476

Negative difference on business combination (4,343) (42)

Impairment of goodwill upon initial location (114,278) -

Absorption of the revaluation of investment property 275,384 94,954

EBIT 283,012 152,642

Net interest expense (38,131) (14,131)

Change in fair value of financial instruments (26,292) (12,836)

Share in earnings of equity method investees 2,810 -

PROFIT BEFORE TAX 221,399 125,674

Income taxes (10,212) (6,092)

PROFIT (LOSS) FOR THE PERIOD 211,187 119,582

Minorities (44) -

PROFIT (LOSS) FOR THE PERIOD ATTRIBUTABLE 211,143 119,582

Page 30: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 30 ı

Notes to the Consolidated Income Statement

Gross rents (€ 154,625 thousand) less portfolio operating expenses not rechargeable to tenants (€ 8,693 thousand) equals to net rents before incentives and collection loss of € 145,932 thousand. After deducting incentives and collection loss (€ 3,655 thousand) the resulting amount is € 142,277 thousand.

Other operating income includes asset management services performed for third parties (€1,781 thousand), income deriving from the Tree inflation derivative (€ 886 thousand), income from dividends corresponding to 2015 year of the Arturo Soria shopping center (€ 437 thousand) and other (€ 300 thousand).

Total operating expenses of the Company for this semester were € 17,507 thousand, with the following breakdown: (i) € 6,967 thousand of personnel costs, (ii) € 3,229 thousand of recurring general expenses, (iii) € 7,311 thousand are excluded from the limit of structure costs, corresponding to

non-recurring general expenses, mostly related to cost associated with rating and issuance of bonds of the Company.

The absorption of the revaluation of investment property for an amount of € 114,278 thousand corresponds to the revaluation of commercial assets of Testa (excluding residential) after the valuation as of 30 June and that has reduced in the same amount the goodwill of Testa (recorded in the balance sheet as intangible assets).

Income taxes (€ 10,212 thousand) correspond mostly to the taxation arising as a result of the unrealized capital gain in Tree, after the increase experimented in valuation (€ 5,509 thousand) and the taxation of Testa Residencial (€ 4,380 thousand).

The reconciliation between gross rents of the period and FFO is as follows:

Gross

rent

s

Proper

ty exp

ense

s not

rech

arged

to te

nant

s

Net re

nts b

efore

ince

ntives

and c

ollect

ion

loss

Ince

ntive

s, re

nt lin

ealiz

atio

ns

and c

ollect

ion

loss

Net re

nts a

fter i

ncen

tives

and c

ollect

ion

loss

Oth

er in

com

e

Perso

nnel exp

ense

Gener

al ex

pense

s

Recur

ring

Gener

al ex

pense

s

Non-re

curri

ng

Net F

inan

cial e

xpen

seFF

O

EBITDA

154.6 (8.7)(3.7) (7.0)

(3.2) (7.3)145.9 142.3

128.2

91.4

(36.8)

3.4

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ı 31 ı

Interim Financial Statements

CONSOLIDATED BALANCE SHEET(€ thousand)

ASSETS 30/06/16 31/12/15EQUITY AND LIABILITIES

30/06/16 31/12/15

NON CURRENT ASSETS

6,307,553 6,025,390 EQUITY 3,045,699 2,926,431

Intangible assets

149,657 264,937 Subscribed capital 323,030 323,030

Property plant and equipment

584 1,056 Share premium 2,582,858 2,616,003

Investment property

5,819,426 5,397,091 Reserves (11,085) (32,364)

Investments accounted for using the equity method

98,547 101,126Other equity holder contributions

540 540

Long term financial assets

221,420 238,040 Interim dividend - (25,035)

Deferred tax assets

17,919 23,140 Profit for the period 211,143 49,078

Valuation adjustments

(61,923) (5,913)

Minorities 1,136 1,092

NON CURRENT LIABILITIES

3,502,196 1,760,603

Long term debt 3,253,427 1,520,942

Long term provisions

15,792 16,573

Deferred tax liabilities

232,977 223,088

CURRENT ASSETS

469,674 891,048 CURRENT LIABILITIES 229,332 2,229,404

Non-curent assets for disposal

298,949 298,534Liabilities associated with non-current assets for disposal

154,707 161,425

Trade and other receivables

19,964 24,384 Short term debt 38,176 1,712,394

Investments in group companies

2,828 4,363 Short term provisions 118 274

Cash and cash equivalents

143,002 560,740Trade and other payables

32,279 354,087

Other current assets 4,931 3,027 Other current liabilities 4,052 1,224

TOTAL ASSETS 6,777,227 6,916,438TOTAL EQUITY AND LIABILITIES

6,777,227 6,916,438

Page 32: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 32 ı

Notes to the Consolidated Balance Sheet

Fair value of the portfolio corresponds to the appraisal value delivered by CBRE and Savills as of 30 June 2016, with the addition of the cost of assets whose acquisition price has been disbursed by advanced payments, related to forward purchase transactions. It is important to note that in accordance with accounting regulations the increase of value in concessions, equity method and non-current assets for disposal is not reflected in the financial statements. The referred appraisal value is reflected in the following accounting Items:

(€ million)

Leaseholds (included in intangible assets) 70.5

Investment property 5,819.4

Derivatives (in non-current financial assets) 177.7

Equity method 98.5

Non-current assets for disposal 295.8

Total balance sheet items 6,461.9

Increase of value in concessions 4.2

Increase of value in equity method 16.3

Increase of value in non-current assets for disposal 44.1

Total valuation 6,526.6

Page 33: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 33 ı

Interim Financial Statements

MERLIN financial debt as of 30 June has an average maturity period of 6.6 years and a spot average cost of 2.38%. Nominal debt

FINANCIAL DEBT

The balance of long term debt and short term debt includes Company’s outstanding financial debt, other financial liabilities and the mark-to-market of interest-rate and

inflation hedging contracts. The breakdown of gross financial and net financial debt is as follows:

(€ thousand) Long term Short term Total

Financial debt 3,131,902 22,567 3,154,469

Loan arrangement costs (40,719) - (40,719)

Debt interest expenses - 9,950 9,950

Mark-to-market of interest-rate hedging contracts 101,814 4,006 105,820

Mark-to-market of inflation hedging contracts (6,543) - (6,543)

Other financial liabilities (i.e. legal deposits) 66,973 1,653 68,626

Total debt 3,253,427 38,176 3,291,603

Financial debt breakdown

(€ thousand) Long term Short term Total

Mortgage debt 1,273,995 10,748 1,284,743

Non-mortgage debt 850,000 - 850,000

Leasings 157,907 11,819 169,726

Bonds 850,000 - 850,000

Gross financial debt 3,131,902 22,567 3,154,469

Financial debt associated with assets held for sale 110,180 1,898 112,078

Total gross financial debt 3,242,082 24,465 3,266,547

Cash and equivalents (143,002) (143,002)

Total net financial debt 3,242,082 (118,537) 3,123,545

Net financial debt breakdown

with interest rate hedged amounts to 86.9%. Net financial debt as of 30 June 2016 is € 3,123,545 thousand.

Page 34: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 34 ı

€ 463 million comprised by treasury (€ 143 million) and undrawn line (€ 320 million).

Debt composition of MERLIN is as follows:

On 21 June, MERLIN subscribed a revolving credit facility with 12 financial entities for a total amount of € 320 million. The available balance of MERLIN as of 30 June amounts to

Debt maturity schedule is as follows:

+2025202420232022202120202019201820172016

13 25

149

19

141

84

850

81

850

847

185

23

Unsecured bank debt Secured loan & others Unsecured bonds

Mortage loans

1,284.7

Unsecured loans

850.0

169.7

Unsecured bonds

850.0

Non-core debt

Cash

112.1 (143.0)

Gross debt Net debt

3,266.5 3,123.5

Leasings

% Gross debt 40% 26% 26% 5% 3% 100%

Average interest rate (spot)

2,8% 1,9% 2,2% 2,9% 1,8% 2,4%

% hedged 98% 70% 100% 57% 33% 87%

Page 35: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 35 ı

Interim Financial Statements

Page 36: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 36 ı

EPRA METRICS

05

Page 37: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 37 ı

Interim Financial Statements

Performance Measure Definition 30/06/2016

€ thousand € per share

EPRA Earnings(€ thousand)

Recurring earnings from core operational activities.

80,581 0.25

EPRA NAV(€ thousand)

EPRA Net Asset Value (EPRA NAV) is calculated based on the consolidated shareholders’ equity of the Group adjusted to include properties and other investment interests at fair value and to exclude certain items not expected to crystallise in a long term investment property business model, as per EPRA’s recommendations.

3,423,164 10.60

EPRA NNNAV(€ thousand)

EPRA NAV adjusted to include the fair value of financial instruments, debtand deferred taxes.

3,045,699 9.43

EPRA Net Initial Yield

Annualised rental income based on the cash passing rents at the balance sheet date, less non-recoverable property operating expenses, divided by the market value of the property, increased with acquisition costs.

4.7%

EPRA “topped-up” NIY

Adjustment to the EPRA Net Initial Yield in respect of the expiration of rentfree periods (or other unexpired lease incentives such as discounted rentperiods and step rents).

4.7%

EPRA occupancy rateEstimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio.

4.5%

EPRA costsRecurring running costs of the Company divided by recurring rents.

14.6%

EPRA METRICS

MERLIN Properties has been awarded by EPRA with the gold award of best practices in financial reporting. It is the highest recognition for an outstanding compliance with the best practices.

Page 38: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 38 ı

EVENTS POST-CLOSING

06

Page 39: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 39 ı

Interim Financial Statements

EVENTS POST-CLOSING

1. Merger of Testa Inmuebles en Renta

On 6 September, the Extraordinary General Meeting of shareholders of Testa Inmuebles en Renta, SOCIMI, S.A. approved the merger of Testa, as absorbed company, with MERLIN, as absorbing company, in compliance with the provisions of the common draft of merger approved and subscribed, on 21 June 2016, by the management body of Testa Inmuebles en Renta, SOCIMI, S.A. and MERLIN and approved in the General Meeting of Testa Inmuebles en Renta, SOCIMI, S.A. mentioned above.

2. Extraordinary General Meeting for the integration of Metrovacesa

On 15 September, the General Meeting of MERLIN agreed on the integration of Metrovacesa into MERLIN. The agenda items approved were as follows:

• Distribution of dividends with a charge to unrestricted reserves for an amount of € 6,460.6 thousand (0.02 euros per share).

• Total spin-off of Metrovacesa, S.A. in which Merlin Properties, SOCIMI, S.A. acts as recipient company. In particular, all of its assets and liabilities are divided into three parts: (i) the Commercial Assets and Liabilities into MERLIN Properties, (ii) the Residential Assets and Liabilities into Testa Residencial, S.A.U., and (iii) the Non-Strategic Assets and Liabilities which is outside the sphere of MERLIN.

• Approval of a capital increase in an amount of €146.7 million, by issuing 146.7 million of new shares, each with a par value of € 1 and with additional paid-in capital € 10.40 per share issued.

• The Board of Directors will have 15 members, with the approval of new members of the managing body.

Page 40: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 40 ı

STOCK EXCHANGE EVOLUTION

07

Page 41: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 41 ı

Interim Financial Statements

MERLIN shares closed on 30 June 2016 at € 9.41, a decrease of 18.5% versus 31 December 2015 closing price. The share has underperformed in the same period the IBEX- 35 (-14.5%), Euro Stoxx 600 (-9.8%) and the sectorial EPRA reference index (-7.4%).

Average daily trading volume during the period has been € 32.8 million. During 2016 the average daily trading volume significantly increased.

8

9

9

10

10

11

11

12

12

MERLINMERLIN Volume (MM) EPRA Index Stoxx 600 Ibex 35

January 2016 February 2016 March 2016

-7.4%

-14.5%

-9.8%

-18.5%

April 2016 May 2016 June 2016

Merlin share price performance vs IBEX 35 / EPRA index / euro stoxx 600

Average daily trading value (€m)

2T163T15 4T15 1T162T151T15

Average until 30/06/16: 32.8

Average 2015: 23.7

10.8

18.9

27.4

34.0 33.931.7

Page 42: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 42 ı

Target prices and analyst recommendation

Date Recommendation Target price

19-9-16 Buy 12.10

16-9-16 Buy 12.50

5-8-16 Buy 11.45

21-7-16 Neutral 11.80

20-7-16 Buy 10.55

19-7-16 Buy 12.16

13-7-16 Buy 11.80

6-7-16 Buy 11.30

4-7-16 Buy 12.50

1-7-16 Buy 12.00

30-6-16 Buy 10.85

23-6-16 Buy 11.07

22-6-16 Sell 10.50

17-6-16 Buy 11.70

15-6-16 Buy 11.30

13-6-16 Sell 9.23

27-5-16 Buy 13.30

20-5-16 Buy 14.00

6-5-16 Buy 11.60

18-4-16 Neutral 11.00

12-4-16 Buy 12.30

21-12-15 Buy 12.90

Consenso 11.67

As of the date of this report, MERLIN is covered by a wide variety of equity research houses, 22. Consensus target price is € 11.67.

Page 43: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 43 ı

Interim Financial Statements

Page 44: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 44 ı

APPENDIX

Page 45: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 45 ı

Interim Financial Statements

EPRA METRICS

(€ thousand)

Consolidated net profit in accordance with >IFRS 211,143

Adjustments to calculate EPRA earnings (130,562)

(i) changes in value of investment properties (275,438)

(ii) gain/(losses) on disposal of assets (64)

(iii) absorption of revaluation in investment properties 114,278

(iv) change in fair value of deferred taxes 4,343

(v) changes in fair value of financial instruments and cancellation costs 26,292

vi) transaction costs in respect of acuisition of companies / joint ventures -

(vii) impairment of fiscal credit -

(viii) minority interests in respect of previous adjustments 27

EPRA recurring net earnings 80,581

EPRA net earnings per share 0.25

EPRA Earnings

EPRA NAV

(€ thousand)

Equity in balance sheet 3,045,699

Derivatives Mark-to-market 99,277

Derivatives 95,271

Short term interest derivatives 4,006

Deferred taxes Mark-to-market 254,277

Deferred tax assets (17,919)

Deferred tax liabilities 232,977

Deferred tax liabilities adjustment 39,220

Cost of debt (40,719)

Financing expenses (2,897)

Debt arrangement expenses (37,822)

Revaluations not recorded in the financial statements 64,628

Concessions 4,171

Equity method 16,339

Assets for disposal 44,119

EPRA NAV 3,423,164

Shares 323,030,000

NAV / share 10.60

Page 46: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 46 ı

(€ thousand) Offices Shopping centers

LogisticsHigh Street

retailHotels

Gross asset value 2,337,713.2 709,417.4 290,280.0 2,040,343.0 412,930.0

Exclude:

Land for development

Non-core land

Commercial property GAV 2,337,713.2 709,417.4 290,280.0 2,040,343.0 412,930.0

Gross rents annualized 116,010.4 37,644.8 19,958.5 98,759.5 23,169.6

Exclude:

Property expenses not recharged to tenants

(10,026.2) (1,395.1) (1,120.8) (583.7) (1,861.0)

“Topped-up” net rents annualized 105,984.2 36,249.6 18,837.7 98,175.8 21,308.6

Exclude:

Incentives and collection loss (2,448.3) (1,692.6) (1,073.6) (86.4) (254.5)

Net rents annualized 103,535.9 34,557.0 17,764.1 98,089.4 21,054.1

EPRA “topped-up” yield 4.53% 5.11% 6.49% 4.81% 5.16%

EPRA net initial yield 4.43% 4.87% 6.12% 4.81% 5.10%

EPRA Yields

(€ thousand) 30/06/2016

Property expenses not recharged to tenants (8,692.0)

Incentives (3,042.0)

Collection loss (613.0)

Personal expenses (6,967.0)

Recurring general expenses (3,229.0)

Non-recurring general expenses (5,704.0)

Exclude

Investment property depreciation -

Ground rent costs -

Service charge recovered through rents but not invoiced separately -

Expenses related to 3rd party asset management services (Gesfontesta) -

EPRA Cost ratio (including direct vacancy costs) (28,247.0)

Gross rents 154,625.0

Less: service fee if part of Gross rents -

Add: share of Joint Ventures -

Gross rental income 154,625.0

EPRA Cost Ratio (excluding direct vacancy costs) 14.6%

EPRA cost ratio

Page 47: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 47 ı

Interim Financial Statements

RentedResidential

OtherLand

for developmentNon-core

landTotal

340,030.0 4,045.0 107,796.6 131,720.0 6,374,275.2

(107,796.6) (107,796.6)

(131,720.0) (131,720.0)

340,030.0 4,045.0 - - 6,134,758.6

12,762.0 227.0 - - 308,531.6

(2,278.4) (52.6) - - (17,318.0)

10,483.5 174.3 - - 291,213.7

-

(230.8) - - - (5,786.2)

10,252.8 174.3 - - 285,427.5

3.08% 4.31% - - 4.75%

3.02% 4.31% - - 4.65%

Page 48: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 48 ı

ALTERNATIVE MEASURES OF PERFORMANCE

In accordance with the recommendations issued by the European Securities and Markets Authority (ESMA), the alternative measures of performance are described as follows.

Glossary

Adjusted EPRA NAV

EPRA NAV resulting once deducted the goodwill arising as a result of Testa Inmuebles en Renta, S.A. acquisition.

Average debt maturity (years)

It represents the average debt duration of the Company until maturity.

Average Passing Rent

It represents the rent per sqm/month at which an asset or category of assets is rented as of 30 June.

EBITDA

Earnings before net revaluations, amortizations, provisions, interest and taxes.

EPRA costs

Recurring running costs of the Company divided by recurring rents.

EPRA Earnings (€ thousand)

Recurring earnings from core operational activities.

EPRA NAV (€ thousand)

EPRA Net Asset Value (EPRA NAV) is calculated based on the consolidated shareholders’ equity of the Group adjusted to include properties and other investment interests at fair value and to exclude

certain items not expected to crystallise in a longterm investment property business model, as per EPRA’s recommendations.

EPRA NNNAV (€ thousand)

EPRA NAV adjusted to include the fair value of financial instruments, debt and deferred taxes.

EPRA Net Initial Yield

Annualised rental income based on the cash passing rents at the balance sheet date, less nonrecoverable property operating expenses, divided by the market value of the property, increased with acquisition costs.

EPRA “topped-up” NIY

Adjustment to the EPRA Net Initial Yield in respect of the expiration of rentfree periods (or other unexpired lease incentives such as discounted rent periods and step rents).

EPRA Vacancy Rate

Estimated Market Rental Value (ERV) of vacant space divided by ERV of the whole portfolio.

FFO

Recurring result of the Company calculated as EBITDA less debt interest expenses of the period.

GAV

Value of the commercial portfolio in accordance with the latest external valuation available as of 30 June 2016 plus advanced payments for turn-key projects and developments.

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ı 49 ı

Interim Financial Statements

Gross annualized rents

Passing rent as of 30 June multiplied by 12.

Gross yield

It represents the gross yield of an asset or category of assets. It is calculated by dividing the annualized gross rent between the latest available GAV.

Recurring EBITDA

EBITDA less non-recurring general expenses of the Company.

Recurring FFO

FFO less non-recurring general expenses of the Company.

WAULT

Weighted average unexpired lease term, calculated as the number of years of unexpired lease term, as from 30 June 2016, until the lease contract expiration, weighted by the gross rent of each individual lease contract.

Page 50: INTERIM FINANCIAL STATEMENTS - Merlin Properties · price of € 11.5 million, which represents a capital gain of 40% over the valuation of the asset as of 31 December 2015 (€ 8.2

ı 50 ı

LocationG.L.A.

sqm AG

Office 584,969

Ribera del Loira, 60 Madrid 54,960

Avenida de Bruselas, 33 Madrid 33,718

Juan Esplandiú, 11-13 Madrid 28,008

Parking Princesa* Madrid 26,963

Torre Castellana, 259 Madrid 21,390

Josefa Valcarcel, 48 Madrid 19,893

Partenon, 12-14 Madrid 19,289

Alcala, 45 Madrid 18,655

Partenon, 16-18 Madrid 18,343

Princesa, 3 Madrid 17,810

Costa Brava, 2-4 Madrid 16,000

Castellana, 83-85 Madrid 15,254

Aquamarina Madrid 10,856

Principe de Vergara, 187 Madrid 10,732

Ventura Rodríguez, 7 Madrid 10,070

Alcala, 40 Madrid 9,315

Avenida de Bruselas, 24 Madrid 9,164

Avenida de Bruselas, 26 Madrid 8,895

Eucalipto, 25 Madrid 7,368

Eucalipto, 33 Madrid 7,185

Atica 1 Madrid 7,080

Pedro de Valdivia, 10 Madrid 6,721

Padres Dominicos T4 Madrid 6,176

Princesa, 5 Madrid 5,788

Maria de Portugal T2, 1 Madrid 5,749

Maria de Portugal T2, 3 Madrid 5,749

Atica 3 Madrid 5,746

Atica 2 Madrid 5,644

Maria de Portugal T2, 2 Madrid 5,641

Atica 4 Madrid 4,936

Juan de Mariana, 17 Madrid 3,046

Vilanova, 12-14 Cataluña 16,494

LIST OF ASSETS

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Interim Financial Statements

Sant Cugat I Cataluña 15,379

Diagonal, 605 Cataluña 14,795

WTC8 Cataluña 14,542

WTC6 Cataluña 14,461

Sant Cugat II Cataluña 10,102

Diagonal, 514 Cataluña 9,664

Muntadas II Cataluña 3,783

Lerida - Mangraners Cataluña 3,228

Monumental Lisboa 16,892

Torre Lisboa Lisboa 13,715

Lisboa Expo Lisboa 6,740

Sevilla - Borbolla Andalucía 13,037

Malaga - Maestranza Andalucía 2,046

Granada - Escudo del Carmen Andalucía 2,041

Zaragoza - Aznar Molina Zaragoza 4,488

Shopping centers 164,325

Marineda Galicia 99,929

Porto Pi Mallorca 26,559

Larios Andalucía 21,504

Centro Oeste Madrid 10,838

Monumental SC Lisboa 5,495

Logistics 926,060

Madrid-Pinto(1) Madrid 70,000

Madrid-Meco II(1) Madrid 59,891

Madrid-Getafe (Gavilanes)(1) Madrid 39,576

Madrid-Coslada Complex Madrid 36,234

Madrid-Meco Madrid 35,285

Madrid-Coslada Madrid 28,490

Madrid-Getafe Madrid 16,242

Madrid-Getafe (Los Olivos) Madrid 11,488

Barcelona-Sant Esteve Cataluña 16,812

Barcelona-Granada Penedes Cataluña 16,758

Barcelona-Lliça del Vall Cataluña 14,911

Guadalajara-Cabanillas II(1) Castilla la Mancha 151,809

Guadalajara-Azuqueca II(1) Castilla la Mancha 100,000

Guadalajara-Cabanillas I Castilla la Mancha 70,134

Guadalajara-Cabanillas III(1) Castilla la Mancha 50,000

(1) Assets classified as land for development for the purpose of this report.

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High Street retail 450,611

Tree España 373,157

Caprabo Cataluña 64,252

Plaza de los Cubos Madrid 13,202

Guadalajara-Alovera Castilla la Mancha 38,763

Guadalajara-Azuqueca Castilla la Mancha 27,995

Valencia-Almussafes Comunidad Valenciana 26,612

Vitoria-Jundiz País Vasco 72,717

Zaragoza-Pedrola Zaragoza 21,579

Zaragoza-Plaza Zaragoza 20,764

Hotels 116,741

Puerta Castilla Madrid 13,180

NH Sanvy Madrid 12,182

Eurostars Torre Castellana 259 Madrid 31,800

Eurostars Arroyo de la Vega Madrid 3,581

Eurostars Grand Marina Cataluña 20,030

Tryp Barcelona Aeropuerto Cataluña 10,125

Valencia - Tryp Oceanic Valencia 9,308

Málaga -Tryp Alameda Málaga 6,000

Tryp Jerez Jerez 4,637

Hotel Marineda Galicia 5,898

Resident residential 124,019

Locales Plaza Castilla - Castellana 193 Madrid 1,275

Plaza Castilla I - Castellana 193 Madrid 18,987

Parking Pza. Castilla * Madrid 18,488

Valdebernardo Madrid 9,310

Alcorcón Madrid 14,797

Pavones Este Madrid 10,461

Usera Madrid 12,074

Leganés Madrid 7,193

Móstoles I Madrid 7,138

Móstoles II Madrid 5,795

Alameda de Osuna Madrid 9,318

Benquerencia Castilla la Mancha 10,327

Benta Berri San Sebastián 17,344

*Below ground surface has not been taken into account for G.L.A. purposes.

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Interim Financial Statements

Other 311

Parking Palau * Comunidad Valenciana 597

Locales Plaza Castilla - Castellana 193 (McD)

Madrid 311

Non-core land 364,015

Navalcarnero Madrid 288,389

Zaragoza - residencial en alquiler Zaragoza 47,971

Vadebebas - office Madrid 25,955

Arapiles, 8 Madrid 1,700

Land for development 31,639

Isla Chamartin Madrid 16,639

Zaragoza Plaza Zaragoza 15,000

Equity method 162.186

Arturo Soria (50%) Madrid 2,987

AC Forum (50%) Cataluña 13,768

Villajoyosa (50%) Comunidad Valenciana -

Pazo de Vigo (44%) Galicia 18,523

Parking Palau (33%) Comunidad Valenciana -

Costa Ballena (32,5%) Andalucía 5,045

ZAL Port (32%) Cataluña 121,864

TOTAL including equity method 2.924.876

*Below ground surface has not been taken into account for G.L.A. purposes.

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Castellana

A-1 Corridor

A-2 Corridor

Campo de las Naciones

Costa Brava 2-4

Ática

Princesa 3-5

VenturaRodríguez 7

Alcalá 45

Juan de Mariana 17

Alcalá 40

Juan Esplandiú 11-13

Josefa Valcárcel 48

Príncipe de Vergara 187

Pedro de Valdivia 10

Eucalipto, 25-33

Castellana 259

Avenida del Partenón

Avenida de Bruselas 24-26

Madrid A1

Ribera del Loira 60

Avenida de Bruselas 33

Castellana 83-85

Sant Cugat

Sant Cugat I & II

Diagonal 514 Vilanova 12-14

El Prat

WTC Almeda 8

WTC Almeda 6

Muntadas II

Muntadas I

Diagonal

Pº de Gracia

Diagonal 605

Offices Barcelona

Offices Madrid

ASSET LOCATION MAPS

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Interim Financial Statements

Lisboa Expo

Monumental SC

Torre Lisboa

La Coruña Madrid

Mallorca

Porto Pi

Centro OesteMarineda

Arturo Soria

Málaga

Larios

Shopping centers

Offices Lisbon

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Madrid-Meco

Pinto warehouse

Area empresarial Andalucía

A-4

R-4

Gavilanes

CLA

Madrid-Meco II

Madrid- Coslada Complex

Vitoria-Júndiz Zaragoza-Plaza

Valencia Almussafes

Zaragoza-PedrolaGuadalajara-Cabanillas I

Guadalajara-Alovera

Guadalajara-Cabanillas II

Madrid- Getafe (Olivos)

Madrid- Getafe (Gavilanes)

A4 Corridor

A2 Corridor

Barcelona-LliÇa del Vall

Barcelona- Sant Esteve

Barcelona- Granada del Penedés

Barcelona-ZAL Port

Madrid-Getafe

Guadalajara-Azuqueca

Madrid-Coslada

Madrid-Pinto

Guadalajara-Azuqueca IIMadrid

Azuqueca Plot

Logistics

Sucursales

Locales comerciales (Plaza de los Cubos)

Supermercados

1534

1

7131 6

96

1010

2263

9124

93 12

40

161

10933

High Street retail

Branches

Plaza de los Cubos

Supermarkets

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Interim Financial Statements

Madrid-Meco

Pinto warehouse

Area empresarial Andalucía

A-4

R-4

Gavilanes

CLA

Madrid-Meco II

Madrid- Coslada Complex

Vitoria-Júndiz Zaragoza-Plaza

Valencia Almussafes

Zaragoza-PedrolaGuadalajara-Cabanillas I

Guadalajara-Alovera

Guadalajara-Cabanillas II

Madrid- Getafe (Olivos)

Madrid- Getafe (Gavilanes)

A4 Corridor

A2 Corridor

Barcelona-LliÇa del Vall

Barcelona- Sant Esteve

Barcelona- Granada del Penedés

Barcelona-ZAL Port

Madrid-Getafe

Guadalajara-Azuqueca

Madrid-Coslada

Madrid-Pinto

Guadalajara-Azuqueca IIMadrid

Azuqueca Plot

Barcelona

Málaga

Tryp Alameda****

Eurostars Gran Marina*****

Tryp aeropuerto****

AC Forum****

Jerez

Tryp Jerez****

Madrid

Eurostars AV Vega****

Puerta Castilla****

Eurostar GL*****

NH Sanvy****

Valencia

Tryp Oceancic****

Hotels

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Paseo de la castellana, 42

28046 MADRID

+34 91 787 55 30

[email protected]

www.merlinproperties.com