INFORMATION MEMORANDUM ON THE LISTING ON THE ALTERNATIVE EQUITY MARKET MERCADO ALTERNATIVO BURSÁTIL (MAB), SOCIMIs SEGMENT (“MAB-SOCIMIs”), OF THE SHARES OF THE COMPANY

CASTELLANA PROPERTIES SOCIMI, S.A.

JULY 2018

This Information Memorandum on the Listing to the Alternative Equity Market (“Mercado Alternativo Bursátil”) (the “Market ” or “ MAB ”), in its Real Estate Investment Trusts segment (“Sociedades Cotizadas de Inversión en el Mercado Inmobiliario”) (“ MAB-SOCIMIs”), of the company Castellana Properties SOCIMI, S.A. (“ Castellana ”, the “ Company ”, the “ Firm ” or the “ Issuer ”), has been drawn up in accordance with the standard form provided in the Appendix of MAB Circular 9/2017, of 21 December, on the requirements and procedures applicable to the listing and de-listing on the MAB of shares issued by Growth Companies and Spanish Real Estate Investment Trusts (SOCIMIs) (“ MAB Circular 9/2017 ”), duly designating Renta 4 Corporate, S.A. as Registered Advisor in compliance with MAB Circulars 9/2017 and 16/2016, of 26 July, on the Registered Advisor (“ MAB Circular 16/2016 ”).

The investors of companies traded on the MAB-SOCIMIs must be aware that they assume a risk greater than the one of investing in companies listed on the Securities Markets. Investment in companies listed on the MAB-SOCIMIs must receive advice from an independent professional.

We recommend that the investor reads this Information Memorandum on the Listing to the MAB (“ Information Memorandum ”) carefully and in full before making any investment decision concerning marketable securities.

Neither the Governing Body of the MAB nor the National Securities Market Commission ( CNMV ) have approved or conducted any type of verification or check with regards to the contents of this Information Memorandum.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 i

Renta 4 Corporate, S.A., with registered office at Paseo de la Habana 74, Madrid, and holder of tax identification number A-62585849, duly registered with the Mercantile Registry of Madrid in Volume 21918, Page 11, section B, Sheet M-390614, Registered Advisor in the MAB, acting in this status with respect to the Company, an entity that has applied for the incorporation of its shares on the MAB, and for the purposes set out in the MAB Circular 16/2016,

HEREBY DECLARES

One. Having carried out the actions deemed necessary for this purpose, it has verified that Castellana complies with the requirements imposed for its shares to be listed on the Market.

Two. Has assisted and collaborated with the Company in the preparation and drafting of the Information Memorandum, as required under MAB Circular 9/2017.

Three. Has reviewed the information that the Company has gathered and published and understands that it complies with the regulations in terms of content, accuracy and clarity requirements that apply to it, does not omit relevant information and does not mislead investors.

Four. Has advised the Company about any facts that could affect compliance with the obligations undertaken by the Company as a consequence of being included in the MAB-SOCIMIs segment, as well as the best way of dealing with these facts to avoid any potential breach of these obligations.

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1. SUMMARY ...... 1

1.1. Responsibility for the Document ...... 1

1.2. Information used to determine the reference price per share ...... 1

1.3. Main risk factors ...... 1

1.4. Brief description of the company, of the issuer’s business and strategy ...... 3

1.5. Financial information, significant trends and, where appropriate, forecasts or estimates. It will include the key figures that summarise the issuer’s financial situation ...... 4

1.6. Directors and senior executives of the issuer ...... 7

1.7. Shareholder base ...... 8

1.8. Information related to the shares ...... 8

2. GENERAL INFORMATION REGARDING THE COMPANY AND ITS BUSINESS ...... 9

2.1. Person or persons that will have the status of director, responsible for the information contained in the Document. A declaration from them that, to the best of their knowledge, it is in accordance with the facts and there is no relevant omission ...... 9

2.2. Company’s Account Auditors ...... 9

2.3. Complete identification of the Company (registry information, registered office, etc.) and corporate purpose ...... 10

2.4. Brief statement of the history of the company, including reference to the most relevant milestones ...... 12

2.4.1. Legal and commercial name ...... 12

2.4.2. The most important events in the history of the Company ...... 12

2.5. Reasons it has decided to request listing to trading on the MAB-SOCIMI ...... 19

2.6. General description of the Issuer’s business, with particular reference to the activities it performs, the characteristics of its products or services and its position in the markets in which it operates ...... 19

2.6.1. Description of the real estate assets, location and status, depreciation period, concession or management. Where appropriate, detailed information will be provided concerning the obtaining of building permits for consolidated urban

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 iii

land. Information will also be provided on the status of the development (the contract with the construction company, progress of the works and scheduled completion, etc.)...... 19

2.6.2. Possible cost of commissioning due to a change of lessee ...... 42

2.6.3. Tax information ...... 42

2.6.4. Description of the investment and asset replacement policy. Description of activities other than real estate activities ...... 50

2.6.5. Valuation report carried out by an independent expert in accordance with internationally accepted criteria, unless within the six months prior to the request there has been a placement of shares or a financial transaction took place that was relevant in determining a first reference price for the start of trading of the Company’s shares ...... 51

2.6.5.1. Valuation report ...... 51

2.7. Strategy and competitive advantages of the Issuer ...... 56

2.8. Brief description of the Issuer’s group of companies. Description of the characteristics and activity of the subsidiaries with a significant effect on the Issuer’s valuation or position ... 57

2.9. Where applicable, dependence on patents, licences or similar ...... 58

2.10. Diversification level (relevant contracts with suppliers or customers, information on possible concentration on certain products, etc.) ...... 58

2.11. Reference to environmental aspects that may affect the Issuer’s activity ...... 60

2.12. Financial information ...... 61

2.12.1. Financial information for the last three years (or for the shortest period of activity of the Issuer), with the corresponding audit report for each year. The annual accounts must be formulated in accordance with the International Financial Reporting Standards (IFRS), national accounting standard or US GAAP, as the case may be, in accordance with the Circular addressing Listing Procedures and Requirements...... 61

2.12.2. Should the audit reports contain any unfavourable opinions or opinions with disclaimers or rejections, then they will report the reasons why, the corrective actions to be taken, and the time frame...... 72

2.12.3. Description of the dividend policy ...... 72

2.12.4. Information on litigation that may have a significant effect on the Issuer ...... 75

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2.13. Information on significant trends in terms of Issuer’s production, sales and costs from the close of the last financial year to the date of the Information Memorandum ...... 75

2.14. Main investments of the Issuer in each of the last years covered by the financial information furnished (see points 2.12 and 2.13) for the current year, and main future investments already committed to as of the date of the Memorandum. In the event that there is an offer to subscribe shares prior to the listing, a description of the purpose of the offer and the use to be made of the funds obtained ...... 76

2.14.1. Main investments of the issuer in the financial years between 1 January 2016 and 31 March 2018 and the year in progress ...... 76

The 2016 financial year: ...... 76

2.14.2. Main future investments already committed to the date of the Information Memorandum. In the event that there is an offer to subscribe shares prior to the listing, a description of the purpose of the offer and the use to be made of the funds that will be obtained ...... 77

2.15. Information on related-party transactions ...... 78

2.15.1. Information on significant related-party transactions in accordance with the definition contained in Order EHA / 3050/2004, of 15 September, carried out during the current year and the two years prior to the date of the Information Memorandum on Listing...... 78

2.16. Forecasts or numerical estimations on future income and costs ...... 80

2.16.1. That have been prepared using criteria comparable to those used for historical financial information ...... 81

2.16.2. Assumptions and main factors that could substantially affect compliance with forecasts or estimates ...... 81

2.16.3. Approval by the Board of Directors of these forecasts or estimates, with detailed indication, if applicable, of the votes against ...... 82

2.17. Information concerning the directors and executives of the Issuer ...... 82

2.17.1. Characteristics of the governing body (structure, composition, term of office of directors), that are required for boards of directors ...... 82

2.17.2. Professional background and profile of the directors and where, if the primary or main executives do not have the status of director, of the main executive(s). In the event that any of them has been accused, prosecuted, convicted or punished administratively for violation of banking, stock market or insurance regulations, brief clarifications and explanations deemed appropriate will be included ...... 86

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2.17.3. Remuneration system of directors and senior executives (general description that will include information on the existence of possible remuneration systems based on share awards, on stock options or referenced to share-based payments). Existence or not of guarantee clauses or shielding directors or senior executives in cases of termination of their contracts, dismissal or a change of control ...... 89

2.18. Employees. Total number (categories and geographical distribution)...... 91

As of the date of this Informational Document, the Group had 11 employees (4 women and 7 men). The whole workforce is based in Madrid. The organisational chart of the Castellana workforce is as follows: ...... 91

2.19. Number of shareholders and, in particular, details of the main shareholders, understood as those with shareholding equal to or greater than 5% of the capital, including number of shares and percentage of capital. Moreover, details of the directors and management with a shareholding equal to or greater than 1% of capital will also be included...... 91

On the date of this Informational Document, Castellana has 36 shareholders and 50,000 shares in treasury stock...... 91

2.20. Declaration on the working capital ...... 92

2.21. Declaration on the organisational structure of the Company ...... 92

2.22. Declaration on the existence of an Internal Code of Conduct ...... 92

2.23. Risk factors ...... 93

2.23.1. Operating and valuation risks...... 93

2.23.2. Risks related to the financing of the Company and its exposure to the interest rate ...... 97

2.23.3. Risks associated with the real estate sector ...... 98

2.23.4. Risks related to shares ...... 99

2.23.5. Tax risks ...... 100

2.23.6. Other Risks...... 104

3. INFORMATION RELATED TO THE SHARES ...... 105

3.1. Number of shares whose listing is requested, nominal value of the shares. Share capital, indication of whether there are other classes or series of shares and whether securities have been issued granting the rights to subscribe or acquire shares. Corporate resolutions adopted for the listing ...... 105

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3.2. Degree of dissemination of securities Description and, where applicable, the possible offer prior to listing that was made and the results of this ...... 106

3.3. Main characteristics of the shares and the rights they incorporate. Including mention of possible limitations of attendance rights, votes and appointments of directors through the proportional system ...... 106

3.4. If any, description of the statutory conditions of the free transfer of shares compatible with trading on the MAB-SOCIMIs ...... 108

3.5. Shareholders’ agreements between shareholders or between the Company and shareholders that limit the transfer of shares or that affect the right to vote ...... 108

3.6. Commitments to not sell or transfer or issue, assumed by shareholders or by the Company on the listing to trading on the MAB-SOCIMIs ...... 108

3.7. The statutory provisions required under the regulation of the MAB relating to the obligation to report significant shareholdings and the shareholders’ agreements and the requirements applicable to the request for delisting from trading in the MAB and to changes in control of the Company ...... 108

3.8. Description of how the General Meeting operates ...... 112

3.9. Liquidity Provider with which it has entered into the relevant liquidity agreement and brief description of its function ...... 115

4. OTHER INFORMATION OF INTEREST ...... 117

5. REGISTERED ADVISOR AND OTHER EXPERTS OR ADVISORS...... 118

5.1. Information regarding the Registered Advisor, including possible relationships and connections with the Issuer ...... 118

5.2. If the Information Memorandum includes any statement or third-party expert opinion, this will be referred to, including any qualifications and, where appropriate, any relevant interest held by the third party in the Issuer ...... 118

5.3. Information regarding other advisors that have collaborated in the process of listing to the MAB-SOCIMIs ...... 119

APPENDIX I Communication to the Tax Agency on the option to apply the regime for SOCIMIs 120

APPENDIX II Consolidated annual accounts together with the directors’ report and audit report for the three-month financial year between 1 January 2018 and 31 March 2018 ..... 121

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 vii

APPENDIX III Individual annual accounts together with the directors’ report and audit report for the three-month financial year between 1 January 2018 and 31 March 2018 ..... 122

APPENDIX IV Consolidated annual accounts together with the directors’ report and audit report for 2017 123

APPENDIX V Individual annual accounts together with the directors’ report and audit report for 2017 124

APPENDIX VI Abridged individual annual accounts together with the audit report for 2016 125

APPENDIX VII Independent valuation report on the Company ...... 126

APPENDIX VIII Independent valuation report on the real estate assets ...... 127

APPENDIX IX Report on the Company’s organisational structure ...... 128

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 viii

1. SUMMARY

1.1. Responsibility for the Document

Mr. Alfonso Brunet Morales-Arce, on behalf and in representation of the Company, as Managing Director of the Company's Board of Directors, exercising the express delegation conferred at the Board of Directors meeting held on 17 July 2018, assumes the responsibility for the content of this Document, the format of which is adapted to the Annex of MAB Circular 9/2017.

Mr. Alfonso Brunet Morales-Arce, as party responsible for this Informational Document, states that the information contained therein is, to his knowledge, aligned with reality and does not incur any relevant omission.

1.2. Information used to determine the reference price per share

Taking into consideration the range of values contained in the independent valuation report on the shares of the Company, of 17 July 2018, prepared by Ernst & Young Servicios Corporativos S.L. (" EY ") and the facts subsequent thereto, the Board of Directors, in a meeting held on 17 July 2018, has set a reference value of 6 euros for each of the shares of the Company, which entails a total value of the shareholders’ Company's equity of 203.8 million euros.

NNAV ( € thousand) Low range High range

Consolidated net equity 182,844 182,844 (+/-) Sensitivity to market value of assets -7,701 7,701 (-) Structure expenses -22,885 -17,581 (-) Adjustment to financial debt -8,170 -1,382 Valuation at 31 March 2018 144,088 171583

Subsequent events 33,566 33,566 Total 177,654 205,149 No. of shares (thousands) 33,968 33,968 Price per share 5.23 6.04

In section 2.6.5 of the Informational Document, the valuation methodology adopted by EY has been explained.

1.3. Main risk factors

Before deciding to invest by acquiring Castellana shares, in addition to all the information set out in this Information Memorandum, the risks listed in section 2.23, which could adversely affect the business, should be taken into account, among others the trading figures, the prospects or the financial, economic or equity situation of the Issuer, the main ones being:

Current Influence of Vukile Property Fund

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 1

The Company is 97.4% controlled by Vukile Property Fund (“ Vukile ”), a South African REIT listed on the Johannesburg Stock Exchange (JSE) and the Namibian Stock Exchange (see Section 2.19 of this Informational Document), whose interests may be different from the interests of potential new shareholders, who will maintain a minority interest, so they cannot significantly influence the passing of resolutions at the General Shareholders’ Meeting or in the appointment of members of the Board of Directors.

Level of borrowing and interest rate increase risk

The Company and its subsidiary partners (the “ Group ”) had a debt with credit institutions for an overall amount of 146 million Euros at 31 December 2017 (188 million Euros as of the date of this Informational Document, which accrues variable and fixed interest. This debt has been contracted to partially finance the acquisitions of new real estate assets, through the granting of mortgage guarantees over the properties that had already been acquired. There are interest rate hedge contracts that completely eliminate this risk over the next five years. There is also an annual commitment to satisfy a series of covenants (see Section 2.12.1 of this Informational Document). As of the date of this Informational Document, the Group’s Loan-to-Value ratio is 48.1%, taking into account the value of its assets on 31 March 2018.

In the event that the cash flows generated by the income received from the real estate portfolio are insufficient to meet the payment of the existing financial debt, such breach would negatively affect the financial situation, trading figures or valuation of Castellana.

Conflict of interest with DREAM

Diversified Real Estate Asset Management, S.L. (“ DREAM) is a company with a majority holding held by one of the directors and shareholders of the Company, Adam Lee Morze, with whom Castellana has signed a contract under which DREAM provides services related to analysing potential investments (see Section 2.6.1 of this Document). In his capacity as the acquisitions adviser of the Company, he may carry out corporate and management actions that may conflict with the interests of other potential shareholders of the Company. It cannot be guaranteed that the interests of DREAM match the interests of future purchasers of the Company’s shares. In any case, it is a limited risk because the provision of services by DREAM is limited to proposing corporate commercial real estate acquisitions or transactions that must subsequently be approved by the Board of the Company.

Concentration in one type of assets

64% of the assets of the Group are retail parks. Therefore, any changes that take place in this sector (economic, technological, competition conditions, etc.) would affect the assets held by the Company, which could negatively impact the financial situation, trading figures or valuation of the Company.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 2

Risks associated to valuation

To define the benchmark price, the Company's Board of Directors has taken into consideration the valuation report of the shares of EY dated 17 July 2018. This valuation report envisaged hypotheses relating, inter alia , to the degree of occupancy of the properties, the future updating of the rent and the estimated exit yield, with which a potential investor may not agree. If the subjective elements used in the calculation evolve negatively, the valuation of the Group’s assets would be lower and, consequently, the financial situation, the results or the valuation of the Company could be affected.

1.4. Brief description of the company, of the issuer’s business and strategy

The Group was incorporated on 19 May 2015 but it acquired its current corporate name in May 2016.

The Company’s main activity, following the requirement mandated on this point in the SOCIMIs Act is the acquisition of retail properties for their lease and the holding of shares in the capital of other SOCIMIs (real estate investment funds).

The ownership of the majority of the assets is indirect, through 13 SPVs, of which Castellana holds 100% of the capital. The purpose of these companies is the management of their corresponding property assets. All the SPVs use the SOCIMI regime.

Asset portfolio:

On the date of this Informational Document, the asset portfolio is comprised fifteen properties whose total gross leasable surface area is 197,132 square metres. Group’s asset portfolio is composed as follows:

Two directly-owned office buildings (Edificio Fresno in Alcobendas, Madrid, and Building Plataforma Bollullos in Bollullos, Seville).

Eleven retail parks and two shopping centres managed through 13 SPVs.

All the properties are leased to third parties, and the main lessees are Konecta (for office buildings), Mercadona, Burger King, Sprinter, Kiabi, Kiwoko, Merkal Calzados, MediaMarkt, Dia and Decathlon (for the retail parks and the shopping centre).

Since its incorporation, Castellana has deployed a growth strategy based on the management of the current portfolio of property assets with the objective of adding value to it and increasing the profitability of the shareholders by means of the optimisation of the rent to be received, as well as of the expenses necessary for the correct operation of the assets.

Castellana invests mainly in retail properties in locations with areas of influence of at least 150,000 residents for their operation under lease.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 3

As described in Section 2.6.1 of this Informational Document, it should be noted that Castellana has not delegated management of the properties to a third part, instead performing the management itself.

1.5. Financial information, significant trends and, where appropriate, forecasts or estimates. It will include the key figures that summarise the issuer’s financial situation

Financial information:

On 21 December 2017, the Company’s Extraordinary General Shareholders’ Meeting approved a change in the closing date for the Company’s financial year, switching it from 31 December to 31 March, and with one year closing on 31 December 2017 and the other on the following 31 March 2018, so that the financial year would end on the closing date of its majority shareholder, the South African listed REIT Vukile Property Fund Limited.

The audited consolidated Financial Statements corresponding to the 2017 financial year compared with the financial statements of the previous year and therefore of the aforementioned change, and the audited consolidated Financial Statements corresponding to the 3 months of the period between 1 January 2018 and 31 March 2018 are presented below.

Both sets of Financial Statements are included in Annex IV and II of this Informational Document.

Income statement:

€ 31.12.16 (12 months) 31/12/2017 (12 months) 31/03/2018 (3 months) Net revenues 1,038,936 9,311,245 5,154,578

Labour costs -844 -328,038 -216,193

Other operating expenses -63,559 -2,472,087 -1,068,123

Chg. in fair value of RE inv. 482,763 14,020,770 3,910,000

Profit from operations 1,457,296 20,531,891 7,780,262

Finance income - 251,301 35,766

Finance expenses -153,758 -2,121,355 -1,165,116

Net finance expense -153,758 -1,870,054 -1,129,350

Profit/(loss) before tax 1,303,538 18,661,837 6,650,913

Income tax - -46,350 -

Profit for the period 1,303,538 18,615,487 6,650,913

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 4

Balance sheet:

€ 31/12/2016 31/12/2017 31/03/2018 Non -current assets 24,822,263 306,498,032 310,437,395

Property, plant and equipment - 47,880 58,440

Real estate investments 24,488,000 304,140,000 308,050,000

Non-current financial assets 334,263 2,310,152 2,328,955

Current assets 1,003,641 15,242,567 18,109,004

Trade and other receivables - 1,575,248 1,465,706

Investments in group companies and associates - 617,127 617,127

Cash and cash equivalents 1,003,641 13,050,191 16,026,170

Total assets 25,825,904 321,740,599 328,546,398

€ 31/12/2016 31/12/2017 31/03/2018 Net equity 13,961,960 169,983,426 182,843,930

Shareholders’ equity 13,961,960 170,284,875 183,054,339

Capital 12,660,000 25,545,505 26,298,295

Premiums - 115,067,521 118,831,476

Reserves -1,578 11,056,362 31,273,655

Profits allocated to Parent Company 1,303,538 18,615,487 6,650,913

Adjustments due to changes in value - -301,449 -210,409

Non-current liabilities 11,559,470 143,281,455 139,583,837

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 5

Non-current debts 11,559,470 138,806,455 139,583,837

Debts with group companies - 4,475,000 -

Current liabilities 304,474 8,475,718 6,118,630

Short-term debts - 6,297,594 4,286,169

Debts with group companies - 14,053 -

Trade payables and other accounts payable 304,474 2,164,072 1,832,461

Total net equity and liabilities 25,825,904 321,740,599 328,546,398

In section 2.12 of the Informational Document, the Company’s historical financial information has been explained.

Forecasts:

Pursuant to MAB Circular 9/2017, in a meeting held on 5 July 2018, the Board of Directors unanimously approved these consolidated forecasts as information for possible investors, undertaking to inform the Market if the main variables of the business plan warn of a probable deviation, either upwards or downwards, greater than or equal to 10%.

The main headings of the consolidated forecasts for the financial years ending 31 March 2019 and 31 March 2020 are presented below.

€ mar-2019 E mar-2020 E Net revenues 27,072 ,7 21 28 ,566 ,781 Labour costs -1,258,393 -1,289,744 Other operating expenses -6,265,277 -5,493,978 Chg. in fair value of RE Investments - -

Profit from operations 19,549,051 21,683,059

Finance income - - Finance expenses -5,188,394 -5,319,165

Net finance expense -5,188,394 -5,319,165

Profit before tax 14,360,657 16,363,894

Income tax - -

Profit for the period 14,360,657 16,362,894

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 6

The main hypotheses and assumptions envisaged in the preparation of the consolidated income statement forecasts have been detailed in section 2.16 of the Informational Document.

1.6. Directors and senior executives of the issuer

On the date of this Informational Document, the members of the Castellana Board of Directors are:

Name Position Date of appointment Nature

Laurence Gary Rapp Chairman of the board 13 July 2018 Dominial non-executive

Alfonso Brunet Board member and CEO 08 March 2018 Dominial executive

Adam Lee Morze Board Member 28 June 2017 Dominial non-executive

Jorge Morán Board Member 07 June 2018 Independent non-executive

Michael John Potts Board Member 28 June 2017 Dominial non-executive

Nigel George Payne Board Member 13 July 2018 Dominial non-executive

Rubén Pérez Board Member 08 March 2018 Dominial executive

Guillermo Massó Board Member 07 June 2018 Independent non-executive

Javier Hernández Secretary non-director 08 March 2018 Non-director

Celia Gil Deputy secretary non-director 08 March 2018 Non-director

Tannia Rodríguez Deputy secretary non-director 08 March 2018 Non-director

The main executives are:

- Alfonso Brunet (Managing Director); - Rubén Pérez (Chief Financial Officer and Administration Manager);

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Section 2.17 of this Informational Document includes a detailed description of their professional background and the profile of each of them.

1.7. Shareholder base

The current shareholding breakdown is as follows:

Shareholder Share (%) No of shares Valuation (€)

Vukile Properties Limited 97.4% 33,082,961 198,497,766 35 Minority 2.5% 834,742 5,008,452

Treasury Stock 0.1% 50,000 300,000

Total 100.0% 33,967,703 203,806,218

Section 2.19 of this Informational Document includes a detailed description of the shareholder structure.

1.8. Information related to the shares

On the date of this Informational Document, Castellana’s share capital is fully subscribed and paid up. The amount thereof is 33,967,703 euros, represented by 33,967,703 shares, each with a par value of 1 euro, of a single class and series, and with equal voting and economic rights, represented by means of registered book entries.

The Company’s shares are represented by means of book entries and are registered in the corresponding accounting records under the responsibility of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (“Iberclear”), with registered office in Madrid, Plaza Lealtad número 1, and its authorised participating entities (the "Participating Entities").

The Company’s shares are registered and denominated in euros (€).

In section 3 of the Informational Document, information relating to the Company’s shares has been detailed.

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2. GENERAL INFORMATION REGARDING THE COMPANY AND ITS BUSINESS

2.1. Person or persons that will have the status of director, responsible for the information contained in the Document. A declaration from them that, to the best of their knowledge, it is in accordance with the facts and there is no relevant omission

Alfonso Brunet Morales-Arce, for and on behalf of the Company, as CEO of the Board of Directors of the Company, in the exercise of the express delegation conferred by the Board of Directors on 17 July 2018, assumes responsibility for the content of this Information Memorandum, the format of which conforms to the Appendix of the MAB Circular 9/2017.

Alfonso Brunet Morales-Arce, as the person responsible for this Information Memorandum, declares that the information contained herein, to the best of his knowledge, is in accordance with reality and does not incur in any relevant omission.

2.2. Company’s Account Auditors

The individual abridged annual accounts for the year ended 31 December 2016, the individual annual accounts for the year ended 31 December 2017 and the individual annual accounts corresponding to the 3-month period between 1 January 2018 and 31 March 2018 have been prepared in accordance with the regulatory framework of financial reporting applicable to the Company, which is established in:

- The Spanish Commercial Code ( Código de Comercio ) and remaining mercantile legislation.

- The General Accounting Plan approved through Royal Decree 1514/2007 and the amendments introduced into this through Royal Decree 1159/2010 (“ GAP ”).

- The mandatory regulations approved by the Institute of Accounting and Accounts Auditing in the implementation of the General Accounting Plan and its supplementary standards.

- Spanish Law 11/2009 of 26 October, as amended by Spanish Law 16/2012 of 27 December, regulating Listed Real Estate Investment Trusts (SOCIMIs) concerning the reporting obligations to be detailed in the abridged report.

On 21 December 2017, the REIT’s Extraordinary General Shareholders’ Meeting approved a change in the closing date for the Company’s financial year, switching it from 31 December to 31 March, and with one year closing on 31 December 2017 and the other on the following 31 March 2018, so that the financial year would end on the closing date of its majority shareholder, the South African listed company Vukile Property Fund Limited.

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The consolidated annual accounts for the 2017 financial year and the consolidated annual accounts corresponding to the 3-month period between 1 January 2018 and 31 March 2018 have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) and the International Financial Reporting Standards Interpretations Committee (“IFRIC”) adopted by the European Union (“IFRS-EU”), pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and of the Council and of the successive amendments and with IAS 34 Interim Financial Statements, respectively.

It should be noted that in the consolidated annual accounts mentioned in the previous paragraph, real estate investments are measured at their fair value at the end of the reference period, and are not amortised, in accordance with IAS 40, fair value model. Gains or losses that arise from changes in fair value of the real estate investments at the end of the periods are included in the consolidated income statement.

The Company’s individual and consolidated annual accounts mentioned in this Informational Document have been audited by Grant Thornton, S.L.P. ( "Grant Thornton” ) with registered office at calle José Abascal, 56, 28003, Madrid, registered in the Mercantile Registry of Madrid in Volume 36652, Page 133 and in the Official Register of Account Auditors (ROAC) under number S0231.

On 7 December 2017, the Extraordinary General Shareholders’ Meeting of the Company appointed Grant Thornton auditor of the individual and consolidated annual accounts for 2017, 2018 and 2019. This appointment is filed with the Mercantile Registry of Madrid in Volume 35130, Page 169, Sheet M-602735, Entry 14, on 10 January 2018.

2.3. Complete identification of the Company (registry information, registered office, etc.) and corporate purpose

Castellana Properties SOCIMI, S.A. is a real estate investment trust (SOCIMI), with registered office at Glorieta de Rubén Darío, número 3, 1ª planta derecha, 28010, Madrid, and holder of tax identification number A-87293015.

It was incorporated indefinitely under the name of “Vinemont Investment, S.A.”, with registered address at calle Ayala, número 66, Madrid, through a deed notarised on 19 May 2015 in the presence of the Notary Public of Madrid, Francisco Javier Piera Rodríguez, under his record number 1717. Filed with the Mercantile Registry of Madrid, in Volume 33483, Book 0, Page 61, Section 8, Sheet M 602735, Entry 1, dated 25 May 2015.

On 25 November 2015, the sole shareholder of the Company took the decision to change the Company’s registered office to Calle Alcalá, 61, 3ª planta, 28014, Madrid. It also modified article 2 of the Articles of Association, concerning the Company’s corporate purpose, and approved the revised text of the Articles of Association, and included the new articles 4bis and 13, for the purpose of incorporating the prerequisites for applying for the special tax regime of a SOCIMI (Real Estate Investment Trust) applicable from 1 January 2016. The resolutions were notarised through a deed executed on 25 November 2015 in the presence of the Notary Public of Madrid,

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 10

José Luis Martínez-Gil Vich, under his record number 2774. Filed with the Mercantile Registry of Madrid, on 10 December 2015, in Volume 33483, Book 0, Page 64, Section 8, Sheet M 602735, Entry 4.

Subsequently, on 27 May 2016, and also for the purpose of adapting the Articles of Association to the special tax system of SOCIMIs, the Company modified article 35 (allocation of profits (losses)) and, in addition, amended its corporate name to the current “Castellana Properties SOCIMI, S.A.” through a deed executed on 30 May 2016 in the presence of the Notary Public of Madrid, Ignacio Martínez Plaza, under his record number 1563. Filed with the Mercantile Registry of Madrid, on 4 August 2016, in Volume 33483, Book 0, Page 69, Section 8, Sheet M 602735, Entry 5.

The corporate purpose of Castellana is specified in article 2 of its Articles of Association (“ Articles of Association ”), the literal wording of which as of the date of this Information Memorandum, in harmony with Spanish Law 11/2009, of 26 October (“ Spanish Law on SOCIMIs”), is as follows:

“ARTICLE 2 . Corporate Purpose -

The Company’s main corporate purpose is the performance of the following activities, whether in Spain or abroad:

a) the acquisition and promotion of urban real estate for leasing or the refurbishment of buildings under the terms set out in Law 37/1992, of 28 December, governing Value- added Tax –Ley 37/1992, de 28 de diciembre, del Impuesto sobre el Valor Añadido;

b) holding shares in the share capital of other Spanish real estate investment trusts – sociedades cotizadas de inversión en el mercado inmobiliario, SOCIMIs– or in the share capital of other enterprises not resident in Spanish territory that have the same corporate purpose as the foregoing and that are subject to a similar structure as the one established for the aforementioned SOCIMIs with regard to the obligatory, legal or statutory policy on profit share;

c) holding of shares in the share capital of other enterprises, whether or not resident on Spanish territory, whose main corporate purpose is the acquisition of urban real estate for leasing and that are subject to the same structure as the one established for SOCIMIs with regard to the obligatory, legal or statutory policy on profit share and who comply with the investment requirement referred to under article 3 of Law 11/2009, of 26 October, regulating SOCIMIs (the “SOCIMIs Act”);

d) holding of shares or shares in Collective Investment Undertakings regulated under Law 35/2003, of 4 November, governing Collective Investment Undertakings, or any regulation that replaces this in the future.

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Together with the economic activity arising from the main corporate purpose, the Company may carry out other supplementary activities, understood as those activities that jointly represent less than 20% of the Company’s income in each tax reporting period, or those that could be considered supplementary pursuant to the applicable law at any given time. These include the following:

a) In general, the subscription, derivative acquisition, holding, administration or disposal of securities and shares, with the exception of those activities subject to special legislation; and

b) The management and administration of securities representing the equity of enterprises not resident in Spanish territory through the corresponding organization of material and personal means, pursuant to the provisions set out under article 107 of Law 27/2014, of 27 November, governing Corporate Income Tax –Ley 27/2014, de 27 de noviembre, del Impuesto sobre Sociedades– and the provisions that implement, replace or amend this.

The activities that comprise the corporate purpose may be pursued by the Company, in full or in part, indirectly, through ownership of shares or interests in companies with a similar or identical corporate purpose.

The direct and indirect exercise, where appropriate, of all those activities reserved through special legislation are hereby excluded. Should legal requirements for a certain activity included within the corporate purpose requires a professional qualification, prior of an administrative authorization, registration with a public register or any other requirement, said activity cannot commence until the professional or administrative requirements have been complied with .

2.4. Brief statement of the history of the company, including reference to the most relevant milestones

2.4.1. Legal and commercial name

The current corporate name of the company is Castellana Properties SOCIMI, S.A. It does not have a commercial name.

2.4.2. The most important events in the history of the Company

The Company was incorporated indefinitely on 19 May 2015 under the corporate name “Vinemont Investment, S.A.” with share capital of sixty thousand Euros divided into sixty thousand equal shares numbered consecutively from 1 to 60,000 and with a nominal value of one euro each. The subscribers, the companies TMF Participations Holdings (Spain), S.L. and TMF Sociedad de Participación, S.L., subscribed all of the shares, paying 25% in cash of the nominal value of the shares they subscribed, respectively.

In 2015, 2016, 2017 and 2018 the company carried out successive share capital increases and directly or indirectly acquired 15 real estate assets. The most relevant milestones that occurred during the three years plus of Castellana’s history are detailed below.

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2015

 On 25 November 2015, the Extraordinary and Universal General Shareholders’ Meeting of the company Vinemont Investment, S.A. -to ensure that all the shares of the Company were fully paid up- agreed to the disbursement by means of monetary contribution of the company’s passive dividends, amounting to 45,000 euros corresponding to 75% of the nominal value of all the shares, through a deed executed on 29 July 2015 in the presence of the Notary Public of Madrid, Francisco Javier Piera Rodríguez, under his record number 2933. Filed with the Mercantile Registry of Madrid, on 7 August 2015, in Volume 33483, Page 64, Sheet M 602735, Entry 3.

 On that same date, the company Wallen Invest, S.L. (subsequently called Diversified Real Estate Asset Management, S.L., hereinafter “ DREAM ”), acquired the shares that represented 100% of the Company’s share capital, from the subscribers, for an amount of 60,000 euros on the basis of one euro per share.

 Then, on that same day, 25 November 2015, the sole shareholder of the Company, DREAM, took the following decisions: (i) acceptance of the resignation tendered by the Sole Administrator of the Company, TMF Sociedad de Dirección, S.L. (ii) designation of Adam Lee Morze as Sole Administrator, and (iii) the following amendments to the Articles of Association: to change the registered office of the Company to calle Alcalá, número 61, 3ª planta, 28014 Madrid and to reduce the nominal value of the shares without entailing a reduction of the share capital, to 0.01 euros per share. As a result, the number of shares of the Company increased from 60,000 shares to 6,000,000 shares, through a deed executed on 25 November 2015 by the Notary Public of Madrid, Jose Luis Martínez Gil - Vich, under his record number 2774. Filed with the Mercantile Registry of Madrid, on 10 December 2015, in Volume 33483, Book 0, Page 64, Section 8, Sheet M 602735, Entry 4.

2016

 On 27 May 2016, the-then Sole shareholder, DREAM, changed the corporate name of the Company to Castellana Properties SOCIMI, S.A. and amended article 35 of the Articles of Association, concerning allocation of the Company's profits (losses), to adapt to the requirements for applying for the special tax regime of a SOCIMI (Real Estate Investment Trust) applicable from 1 January 2016. In addition, it increased the par value of the shares, without this implying an increase in the share capital, to 5 euros per share. As a result, the number of shares changed from 6,000,000 to 12,000. All of this was instrumented through a deed executed on 30 November 2016 by the Notary Public of Madrid, Ignacio Manrique Plaza, under his record number 1563. Filed with the Mercantile Registry of Madrid, on 4 August 2016, in Volume 33483, Book 0, Page 69, Section 8, Sheet M 602735, Entry 5.

 On 30 May 2016, the-then sole shareholder, DREAM, agreed to increase the Company’s share capital by 12,600,000 euros through the creation of 2,520,000 shares with a par value of five euros each, all of the same class. The increase did not entail a share premium. The

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new shares issued were fully subscribed and paid up by: (i) the South African company Redefine Properties Limited (2,200,000 shares) and (ii) Adam Lee Morze (320,000 shares). Accordingly, the share capital of Castellana on that date comprised 2,532,000 shares with an individual par value of five euros each.

Thus, Redefine Properties Limited, acquired 86.89% of the share capital of Castellana, becoming its majority shareholder.

As the new shares had been subscribed by persons other than the sole shareholder, the Company was declared to have forfeited its sole-shareholder status, through a deed executed on 29 June 2016 by the Notary Public of Madrid, Ignacio Martínez Gil - Vich, under his record number 1588. Filed with the Mercantile Registry of Madrid, on 20 July 2016, in Volume 33483, Book 0, Page 70, Section 8, Sheet M 602735, Entry 7.

 On that same date, 30 May 2016, Castellana proceeded to purchase two real estate assets, two office buildings, one located in Bollullos de la Mitación (Seville) for an amount of 5,839,288 euros (including acquisition costs), and another in Alcobendas (Madrid) for an amount of 18,095,606 euros (including acquisition costs).

To execute this acquisition, the Company formalised an ordinary mortgage loan with Bankia over both buildings for a total amount of 11,860,000 euros, accruing a fixed interest rate for the first period of 1.988% and a floating interest rate pegged to the Euribor taken at the review date plus 2 points. This loan was fully repaid on 5 December 2017

 On 24 August 2016, the General and Extraordinary Shareholders’ Meeting of the Company agreed to the incorporation into the SOCIMIs regime. On 15 September 2016 the Company notified the Spanish Tax Administration of its decision to adopt the special tax regime for SOCIMIs envisaged in the Spanish Real Estate Investment Trust Act.

 In December 2016, the South African property investment fund Vukile Property Fund Limited (“ Vukile ”) acquired the shares that had been by the company Redefine Properties Limited up that time, becoming its majority shareholder, by means of a private sale and purchase agreement notarised as a public deed on 20 December 2016 before the Notary Public of Madrid Mr. Ignacio Martínez-Gil Vich under number 3,117 of his public record

2017

 On 28 June 2017, the Extraordinary and Universal Shareholders’ Meeting of the Company resolved: (i) to reduce the share capital by 10,128,000 euros for endowment of the unavailable voluntary reserve by reducing the par value of the shares from 5 euros to 1 euro per share. As a result, the Company’s share capital would be set at 2,532,000 euros, (ii) subsequent capital increase through a monetary contribution of 17,180,172 euros, through the issuance of 17,180,172 new shares with a par value of one euro each. This increase was made with a total share premium of 85,900,854.19 euros, at a rate of 5 euros per share, and was

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fully subscribed by the shareholder Vukile Property Fund Limited, disbursing 103,081,026.19 euros.

 On 29 June 2017, Castellana proceeded to the purchase of 11 Spanish limited liability companies (Junction Villanueva 1, S.L.U., Junction Villanueva Fase 2, S.L.U., Junction Parque Mérida, S.L.U., Junction Parque Motril, S.L.U., Junction Parque Cáceres, S.L.U., Junction Parque Granada, S.L.U., Junction Parque Huelva, S.L.U., Junction Parque Castellón, S.L.U., Junction Parque Principado, S.L.U., Roxbury Spain, S.L.U. and Randolph Spain, S.L.U.) owners of ten real estate assets for an amount of [193] million euros (without including the cost of acquisition), with a total of 117,670 square metres for rent. The seller was Redevco Iberian Ventures, a joint venture formed by the real estate company Redevco and the American fund Ares Management.

 The entities acquired by Castellana were borrowers under (i) a syndicated loan agreement for a nominal sum of 58,500,000 euros executed in 2016 by the companies Junction Parque Mérida, S.L., Junction Parque Villanueva 1, S.L., Junction Parque Villanueva Fase 2, S.L., Junction Parque Motril, S.L., Junction Parque Huelva, S.L., Junction Parque Granada, S.L. and Junction Parque Cáceres, S.L. with the entities Banco Santander and Caixabank, S.A., and Castellana subrogated as new shareholder of these seven companies; and (ii) five bilateral loans taken out by Junction Parque Castellón S.L., Junction Parque Principado S.L., Randolph Spain S.L. and Roxbury Spain S.L. with Bankia, Banco Popular and BBVA, respectively.

 On 4 October 2017, the Board of Directors agreed the change of corporate address to Glorieta de Rubén Darío number 3, 1ª planta derecha, 28010 Madrid, through a deed executed on 5 October 2017 by the Notary Public of Madrid, Antonio Morenés, under his record number 1513. Filed with the Mercantile Registry of Madrid on 24 October 2017, in Volume 35130, Book 0, Page 168, Section 8, Sheet M-602735, Entry 12.

 On 4 December 2017, the General and Universal Extraordinary Shareholders’ Meeting agreed the increase of share capital through a monetary contribution of 5,833,333 euros, through the issuance of 5,833,333 new shares with a par value of one euro each. This increase was made with a total share premium of 29,166,667 euros, at a rate of 5 euros per share, and was fully subscribed by the shareholder Vukile Property Fund Limited, disbursing 35,000,000 euros. On the same date, 4 December 2017, Castellana acquired 100% of the corporate shares of the company Netece Servicios Empresariales, S.L.U. (now doing business as Junction Parque Alameda, S.L.U.) for 3,000 euros.

 On 5 December 2017, there was cancellation of both the syndicated financing agreement that bound the companies Junction Parque Mérida, S.L, Junction Parque Villanueva 1, S.L. Junction Parque Villanueva Fase 2, S.L., Junction Parque Motril, S.L., Junction Parque Huelva, S.L., Junction Parque Granada, S.L. and Junction Parque Cáceres, S.L. with Banco Santander, S.A. and Caixabank, S.A., as well as several bilateral loans held by other companies of the group with different financial institutions. At the same time as the

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 15

foregoing, the 12 subsidiaries held 100% by Castellana at that date signed a syndicated financing agreement with Banco Santander, S.A., Caixabank, S.A. and Banco Popular, S.A., for an overall amount of 146,000,000 euros, with final maturity of 5 December 2023. Castellana is not a company financed under this financing agreement.

 On the same date of 5 December 2017, Castellana, through its subsidiary Junction Parque Alameda, S.L.U. used part of the funds obtained from the loan described in the preceding paragraph to acquire two new retail parks located in Murcia and Granada.

 In relation to the aforementioned financing agreement, each of the 12 subsidiaries participating in the same signed or novated an interest rate hedge agreement with each of the three financing institutions by signing a framework financing agreement (FFA) together with their corresponding confirmations.

 Likewise, on 5 December 2017, the subsidiary Junction Parque Alameda, S.L. granted a loan to Castellana, for an amount of 11,800,000 euros with a maturity date of 20 November 2023. Castellana used the funds from this loan to repay in full the loan issued by Bankia on 30 May 2016.

 In connection with the granting of the financing, a series of security interests were arranged in favour of the aforementioned financial institutions, consisting of:

i. fifteen first mortgages over all of the assets of which the companies were owners at that date;

ii. pledge over 100% of the shares of the 12 companies financed;.

iii. pledge over the balance that exists at any time in the operating current accounts of the twelve financed companies and the current accounts linked to the financing; and

iv. pledge over, inter alia, the credit entitlements that arise in relation to the lease agreements that each of the financed companies have signed with regard to the assets they own and the credit entitlements arising from the aforementioned FFAs. 2018

 On 8 March 2018, the Universal Extraordinary General Shareholders’ Meeting of Castellana resolved to increase the share capital by 752,790 euros by means of the issuance of 752,790 new registered shares, each with a par value of one euro. The increase was executed with a total issue premium of 3,763,954.98 euros, equal to 5.00000662 euros per share, and it was fully subscribed by Vukile Property Fund Limited, with the equivalent value of the capital increase consisting in the offsetting of the credit claim that Vukile Property Fund Limited held vis-à-vis the company under an intragroup credit facility agreement executed between the entity as lender and Castellana as borrower on 28 November 2017 in the amount of 4,475.000 euros and under which interest in the amount of 41,744.98 euros had been accrued.

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On 8 May 2018, the Universal Extraordinary General Shareholders’ Meeting of Castellana resolved to increase the share capital by 7,116,666 euros by means of the issuance of 7,116,666 new registered shares, each with a par value of one euro. The increase was executed with a total issue premium of 35,583,334 euros, equal to 5.00000056 euros per share, and it was fully subscribed by Vukile Property Fund Limited. The shares were subscribed in order to carry out a shareholders’ contribution in the company Junction Parque Habaneras, S.L.U., allocated partially to financing the acquisition of the shopping centre Habaneras and the acquisition costs and expenses.

 On 9 May 2018, the company Junction Parque Habaneras, S.L.U. (a company fully owned by Castellana and whose shares it purchased on 24 April 2018 from the company IC Non Residents, S.L.) purchased the Habaneras shopping centre situated in Torrevieja (Alicante) from the company HEREF Habeneras SOCIMI, S.A. for a sum of 80,626,864 euros (not including the acquisition costs), with a total of 24,082 leasable square metres, with the purchase having been partially financed through a mortgage loan granted on the purchase date by Aareal Bank AG in the amount of 42,330,000 euros and through a shareholders’ contribution (to account 118) in the amount of 42,700,000 euros, executed by Castellana with the money from the capital increase subscribed by Vukile Property Fund Limited referenced in the foregoing point.

 As of 21 May 2018, the Castellana Board of Directors resolved to distribute an interim dividend in the amount of 10,948,954.21 euros, that is, 0.32766623 euros per share, which was payable, after deducting the amount corresponding to the withholdings of personal taxes of the shareholders on account in the terms legally established as well as the amount of the special tax legally applicable and whose cost the majority shareholder, Vukile Property Fund Limited, agreed to bear (i) by bank transfer to the account of each of the shareholders in the combined amount of 10,460,734.33 euros on 21 May 2018, and (ii) the amount of 208,860.90 euros as partial set-off of the credit claim that Castellana held vis-à-vis the shareholders in the amount of the interim dividends of the 2016 and 2017 financial years, distributed in excess of the final profit/(loss) of the financial years, as explained in point 2.12.1 of this Informational Document.

 On 7 June 2018, the General and Universal Shareholders’ Meeting of Castellana agreed the acquisition of treasury shares and two capital increases through a monetary contribution.

An initial increase (with the contribution of 300,000 euros) for a sum of 500,000 euros by means of the issuance of 50,000 shares, each with a par value of one euro. The increase was executed with a total issue premium of 250,000 euros, equal to 5 euros per share, and it was fully subscribed by DREAM. The shares were subscribed in order subsequently to complete their sale to the Company in order to provide treasury stock to place them at the disposal of the liquidity provider.

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A second increase (with the contribution of 3,016,452 euros) in the amount of 502,742 euros by means of the issuance of 502,742 shares, each with a par value of one euro. The increase was executed with a total issue premium of 2,513,710 euros, equal to 5 euros per share, and it was fully subscribed by 32 new shareholders and DREAM. The shares were subscribed in order to comply with the MAB's dissemination requirement.

 On 7 June 2018, after resolving to apply the losses of the financial year closed on 31 December 2017, in the amount of 1,333,233 euros, to the loss account and to offset that negative balance charged to unrestricted reserves, the Castellana Universal General Shareholders' Meeting resolved to approve the distribution of an interim dividend for the financial year ending 31 March 2018, in the amount of 1,201,442.30 euros, that is 0.03595522 euros per share, which was payable after deducting the amount corresponding to the withholdings of personal taxes of the shareholders on account in the terms legally established as well as the amount of the special tax legally applicable and whose cost the majority shareholder, Vukile Property Fund Limited, agreed to bear (i) by bank transfer to the account of the majority shareholder in the amount of 806,376.64, and (ii) the amount of 364,411.26 euros as partial set-off of the credit claim that Castellana held vis-à-vis the shareholders in the amount of the interim dividends of the 2016 and 2017 financial years, distributed in excess of the final profit/(loss) of the financial years (which had already been partially offset with the payment of the interim dividend of the financial year starting 1 April 2018 distributed on 21 May 2018), with that credit claim completely cancelled in the case of the majority shareholder and only partially in the case of the other two shareholders.

 At the date of this Information Memorandum, the share capital of Castellana comprises 33,967,703 shares with an individual par value of one euro each.

 As a summary, up to the date of this Information Memorandum, the Company has carried out the following capital increases, with the subsequent modification of the shareholding structure (see section 2.17 of this Information Memorandum):

Resolution Protoc Increase Entry date Entry Item No of Premium Amount Subscribers Notary public Volume Book Folio Section Sheet date ol no. in MR shares

TMF Participations Francisco Javier Piera Holdings (Spain), 19/05/2015 1717 Established 60,000 60,000 - 60,000 Rodríguez 25/05/2015 1 33,483 0 61 8 M 602735 S.L. and TMF Sociedad de Participación, S.L. Reduction in nominal José Luis 25/11/2015 2774 - - - - - 10/12/2015 4 33,483 0 64 8 M 602735 value Martínez Gil - Increase in nominal Ignacio Manrique Plaza 30/05/2016 1563 - - - - - 04/07/2016 5 33,483 0 69 8 M 602735 value

Vukile Property Fund Ignacio Manrique Plaza 30/05/2016 1564 2,520,00 12,600,000 - 12,600,000 04/08/2016 6 33,483 0 70 8 M 602735 Capital increase Ltd and Adam Lee 0 Morze Reduction of share Ignacio Martínez Gil - 28/06/2017 1912 - -10,128,000 - -10,128,000 Vukile Property Fund 06/07/2017 11 33,483 0 167 8 M 602735 capital and par value Ltd Vich Capital increase Ignacio Martínez Gil - 28/06/2017 1912 17,180,1 17,180,172 85,900,854 105,613,026 Vukile Property Fund 06/07/2017 11 33,483 0 167 8 M 602735 72 Ltd Vich Capital increase Antonio Morenés Giles 04/12/2017 2051 5,833,33 5,833,333 29,166,667 35,000,000 Vukile Property Fund 05/01/2018 13 33,483 0 169 8 M 602735 3 Ltd Capital increase Antonio Morenés Giles 08/03/2018 621 752,790 752,790 3,763,955 4,516,745 Vukile Property Fund 29/05/2018 20 35,130 0 176 8 M 602735 Ltd

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Capital increase Antonio Morenés Giles 08/05/2018 1113 7,116,66 7,116,666 35,583,334 42,700,000 Vukile Property Fund 30/05/2018 21 35,130 0 177 8 M 602735 6 Ltd Capital increase Antonio Morenés Giles 07/06/2018 1449 50,000 50,000 250,000 300,000 DREAM 25/06/2018 27 37,816 0 102 8 M 602735

Capital increase 32 shareholders (31 Antonio Morenés Giles 07/06/2018 1450 502,742 502,742 2,513,710 3,016,452 25/06/2018 28 37,816 0 102 8 M 602735 new + DREAM)

2.5. Reasons it has decided to request listing to trading on the MAB-SOCIMI

The main reasons that led Castellana to apply for listing to the MAB-SOCIMI are the following:

(i) To comply with the requirements required of Real Estate Investment Trusts as per article 4 of the Spanish Law on SOCIMIs, which sets out that the shares of SOCIMIs must be accepted for trading on a regulated market or in a Spanish multilateral trading system or that of any other Member State of the European Union or the European Economic Area, or in a regulated market of any country or territory with which there is an effective exchange of tax information, uninterrupted throughout the tax period.

(ii) To enable a financing mechanism to increase the Company’s capacity to raise funds that could finance the future growth of the Company, if this is decided by its governing bodies.

(iii) To provide liquidity mechanisms to the Company’s shareholders.

(iv) To increase the visibility and transparency of the Company vis-à-vis third parties (customers, suppliers, credit institutions, etc.) as well as to reinforce the brand image.

(v) To facilitate a new mechanism for objective assessment of the shares.

2.6. General description of the Issuer’s business, with particular reference to the activities it performs, the characteristics of its products or services and its position in the markets in which it operates

2.6.1. Description of the real estate assets, location and status, repayment period, concession or management. Where appropriate, detailed information will be provided concerning the obtaining of building permits for consolidated urban land. Information will also be provided on the status of the development (the contract with the construction company, progress of the works and scheduled completion, etc.).

Castellana is characterised by its active property-management focus for the investment, management and development of its portfolio of properties, mainly focused on the retail parks segment and shopping centres.

On the date of this Informational Document, the asset portfolio is comprised fifteen properties whose total gross leasable surface area is 197,132 square metres. In total, the Group owns eleven retail parks, two office buildings and two shopping centres.

All of the properties owned by the Group are currently located in Spain:

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4

1,3 13

8,10,11 14 9 7 2 5,6 12

1. Edificio Fresno (Alcobendas) 6. Alameda SC & Retail Park (Granada) 11. Mejostilla (Cáceres) 2. Edificio Bollullos (Sevilla) 7. Marisma del Polvorín (Huelva) 12. Motril Retail Park (Motril, Málaga) 3. Parque Oeste (Alcorcón) 8. La Heredad (Mérida) 13. Ciudad del transporte (Castellón) 4. Parque Principado (Asturias) 9. Pinatar Park (Murcia) 14. C.C. Habaneras (Alicante) 5. Kinepolis Retail Park (Granada) 10. La Serena (Villanueva, Badajoz)

Depreciation policy

The depreciation policy for the asset portfolio is based on depreciating the properties by the part corresponding to the construction at a coefficient of 1% per annum, understanding that they all have a useful lifespan of 100 years.

Insurance policies

The Company has the real estate assets insured with the insurer Zurich Seguros for a total of 24,058,000 euros, covering the buildings and contents of the properties.

The main characteristics of the assets are detailed below based on their type:

A. Offices business :

On the date of this Informational Document, Castellana owns two office buildings, one in Alcobendas (Madrid) and the other in Bollullos de la Mitación (Seville), both allocated to lease, with a total gross leasable surface area of 16,774 square metres. The valuation of the office buildings at 31 March 2018 amounts to 25.75 million euros, which represents 6.6% of the total portfolio of Castellana.

B. Retail park business :

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On the date of this Informational Document, Castellana indirectly owns a portfolio of eleven retail parks, three in Granada and one in Alcorcón, Asturias, Huelva, Mérida, Murcia, Villanueva, Cáceres, Motril and Castellón. All the retail parks are allocated to lease, with a total gross leasable surface area of 148,749 square metres. The valuation of the retail parks at 31 March 2018 amounts to 268.89 million euros, which represents 68.8% of the current total portfolio of Castellana.

C. Shopping centres business :

On the date of this Informational Document, Castellana indirectly owns two shopping centres, one in Granada (acquired in June 2017) and the other in Alicante (acquired in May 2018), allocated to lease, with a total gross leasable surface area of 31,639 square metres. The valuation of the shopping centres (Granada at 31 March 2018 and Alicante valuated at its May 2018 purchase price) amounts to 96.31 million euros, which represents 24.6% of the total portfolio of Castellana.

The detail of the properties is as follows:

Valuation (€ # Asset Location GLA (M2) thousands) % value/total

1 Fresno Building Alcobendas, Madrid 11,046 20.13 5.2% 2 Plataforma Building Bollullos, Seville 5,698 5.62 1.4%

Office buildings 16,744 25.75 6.6% 3 Parque Oeste Alcorcón, Madrid 13,604 49.41 12.7% 4 Parque Principado Oviedo 16,396 32.60 8.3% 5 Kinepolis Retail Park Granada 18,508 13.41 3.4% 6 Alameda Puliana, Granada 27,256 55.30 14.2% 7 Maromas del polvorín Huelva 20,000 28.76 7.4% 8 La Heredad Mérida 13,653 19.20 4.9% 9 Pinatar San Pedro del Pinatar, Murcia 10,637 11.64 3.0% 10 La Serena Villanueva de la Serena. Extremadura 12,605 15.37 3.9% 11 Mejostilla Cáceres 7,281 8.59 2.2% 12 Motril Motril, Granada 5,559 8.41 2.2% 13 Ciudad del transporte Castellón de la Plana, Valencia 3,250 7.07 1.8%

Retail parks 148,749 249.76 64.0% 14 Kinepolis Shopping Center Granada 7,481 32.54 8.3% 15 Habaneras shopping center Alicante 24,158 82.50 21.1%

Shopping centers 31,639 115.04 29.49%

Total 197,132 390.55 100%

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 21

a) Office buildings

1. Fresno Building

The building, known as “Edificio Fresno”, was acquired by Castellana on 30 May 2016 and it is situated in Alcobendas (Madrid), at Avenida de la Industria, 49. The easiest way to get to the building is by car, although the La Granja metro station is about 500 metres away. There are also several bus lines near the building (lines 14, 16, 17, 30 and 78), with a stop on Avenida de la Industria.

The Fresno Building is an office complex that is about 13 years old, and it has four floors: an attic and a two-floor car park in the basement. The building is situated on a plot of approximately 7,348 square metres at the corner of Avenida de la Industria and Calle Valportillo.

The Fresno Building was specifically constructed for its current tenant (Konecta) and allocated to operating as a call centre. With a total surface area of approximately 11,046 square metres, it has 142 parking spaces.

The lease agreement expires on 31 May 2031. The monthly rent amounts to 10.26 euros per square metre and with increases in accordance with the CPI with a minimum of 3% per annum.

The buildings in the area that could be classified as competitors include the La Moraleja Business Park. La Moraleja was the first developer of office buildings in around Highway A1 in the early nineties. This is considered to be one of Madrid’s most consolidated decentralised office areas, along with Campo de las Naciones.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 22

The valuation of the property at 31 March 2018 amounted to 20.1 million euros (20.0 million euros on 31 December 2017).

The mortgage debt associated with the property at 31 March 2018 and at 31 December 2017 amounted to 8.3 million euros and the occupancy ratio of the property was 100% on both dates.

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2. Bollullos Building

Additionally, on that date, 30 May 2016, the Company acquired a building known as Bollullos, situated at Polígono 5, parcelas 77-79, on the outskirts of a town called Bollullos de la Mitación (Seville).

The area is notable for its residential zoning with associated local services. The office and industrial zone known as Pibo A-49 is located to the north of the city, and the area is generally considered to be a medium/high residential zone.

The asset is well-connected because of its proximity to the A-49, the main highway running between Seville and Huelva. Private transport is the only way to reach the building.

The building is approximately 11 years old and it consists of a two-storey office building with a connected outdoor car park with 174 spaces. The property is located on a 10,870 square- metre parcel and it was built specifically for its tenant (Konecta), which uses it as a call centre. In total, the building has a surface area of 5,698 square metres, with 174 parking spaces.

The lease agreement expires on 31 May 2031. The monthly rent amounts to 6.69 euros per square metre, with the rent increasing based on the CPI with a minimum of 3% per annum.

The closest local competition comes from the area called Aljarafe, although Castellana does not believe there is significant competition in the area.

At 31 March 2018, the property’s market value was 5.6 million euros (5.6 million euros at 31 December 2017).

The mortgage debt associated with the property at 31 March 2018 and at 31 December 2017 amounted to 2.9 million euros, and the occupancy ratio of the property was 100% on both dates.

The valuation of the property at 31 December 2017 amounted to 5,580 thousand euros.

The mortgage debt associated with the property at 31 December 2017 amounted to 2,862 thousand euros and the occupancy ratio of the property was 100%.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 24

b) Retail Parks

3. Parque Oeste

The subsidiaries Roxbury Spain, S.L.U. and Randolph Spain, S.L.U., acquired by Castellana on 29 June 2017, are each 50% owners of the “Parque Oeste” retail park.

The retail park is situated at Avenida de Europa 4, Alcorcón (Madrid). It can be accessed directly from exits 14 and 16 of the A5 highway, and from exit 16 of the M506 motorway. The Parque Oeste metro station is also in the middle of the retail park, which connects Parque Oeste to the main municipalities southwest of Madrid, and to downtown. Parque Oeste is the only retail park that currently benefits from a metro station, and there is also a train station nearby.

The park has six retailers and a gross leaseable surface area (SBA) of approximately 13,604 square metres. It has 6,000 garage spaces.

The relevant tenants of the park are Media Markt, Decathlon, Leroy Merlin, Alcampo, Maisons du Monde, Kiabi, El Corte Inglés, Porcelanosa and Toys R Us.

The stores are arranged on two streets, and each store has its own car park that provides good visibility throughout the park. Furthermore, there is a series of independent restaurants that complete the park’s ample offering. The restaurants include Burger King, McDonald's and GrupoVips.

As of 31 March 2018, the average expiration date of Castellana’s lease agreements is 21.4 years (4.7 years when including the possibility of early termination). The monthly rent amounts to 15.58 euros per square metre and the rents will vary in accordance with the CPI.

The retail parks in the area that would represent the most prominent competition would be: “Alcampo Alcorcón” (19,000 m²), “Tres Aguas (Alcorcón)” (64,310 m²), “Carrefour Móstoles” (23,481 m²), “La Fuensanta (Móstoles)” (8,696 m²) and “Parque Lucero”(75,800 m²).

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 25

The property’s market value on 31 March 2018 was 49.4 million euros (48 million euros at 31 December 2017).

The mortgage debt associated with the property at 31 December 2017 and at 31 December 2017 amounted to 20 million euros and the occupancy ratio of the property was 100% on both dates.

4. Parque Principado

The subsidiary Junction Parque Principado, S.L.U., acquired by Castellana on 29 June 2017, owns 100% of the “Parque Principado” retail park.

The retail park is situated at LG Paredes 201, Siero, Asturias, in southeast Asturias.

The asset is well connected because of its proximity to the junction of the A66 and the A64, which connect the area to Oviedo and nearby cities. The Parque Principado train station is also located 250 metres away, behind IKEA. Several bus routes pass nearby the property, with lines that head both downtown and to the north and south of the city.

The retail park was opened in 2003 and it is part of the main local retail area. It has six retailers and a gross leaseable surface area (SBA) of 16,396 square metres.

The asset has approximately 425 outdoor parking spaces.

The main tenants are Conforama, Bricomart, Intersport, Burger King and Kiwoko. The retail park is divided into three main buildings, with Conforama in one, and the other shops in the others.

All of the tenants comprising the retail park have their own individual entrances to each area. It should be noted that there are two independent units: Burger King and a petrol station.

As of 31 March 2018, the average expiration date of the lease agreements is 13.4 years (3.3 years when including the possibility of early termination). The monthly rent amounts to 9.52 euros per square metre and the rents will vary in accordance with the CPI.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 26

The retail spaces in the area that would represent the most prominent competition would be: “Centro Cívico Comercial” (6,673 m²), “Los Prados” (39,716 m²), “Modoo” (39,400 m²) and “Salesas (32,520 m²).

The property’s market value on 31 March 2018 was 32.6 million euros (32.4 million euros at 31 December 2017).

The mortgage debt associated with the property at 31 December 2017 and at 31 December 2017 amounted to 14.5 million euros and the occupanc y ratio of the property was 100% on both dates.

5. Kinepolis

The subsidiary Junction Parque Granada, S.L.U., acquired by Castellana on 29 June 2017, owns 100% of the “Kinepolis Retail Park”.

The retail park is situated at calle Samuel Billy Wilder 1 in Pulianas, Granada. The property is located in a commercial hub. The socioeconomic level could be classified as medium. It is strategically located due to its proximity to the A44 and A92 highwa ys, and the N432 and A4006 motorways. The A44 highway passes through Granada.

The retail park was opened in August 2004, and it was later expanded. It has eight retailers and a gross leaseable surface area (SBA) of approximately 18,508 square metres.

In total, the Kinepolis complex (retail park and shopping centre) has 1,663 parking spaces.

Its main tenants include companies such are Media Markt, Sprinter, AKI, Kiabi, Merkal, Juguetilandia, Stocker and Visionlab. All of the tenants comprising the par k have their own individual entrances to each area. There are also other tenants in the park, such as Carrefour.

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As of 31 March 2018, the average expiration date of the lease agreements is 19 years (7.4 years when including the possibility of early termi nation). The retail park’s monthly rent amounts to 9.2 euros per square metre and the rents will vary in accordance with the CPI.

The retail spaces in the area that would represent the most prominent competition would be: Nevada (120,000 m²), Neptuno (25, 000 m²) and Serrallo Plaza (25,000 m²).

The property’s market value on 31 March 2018 was 32.5 million euros ( 32.3 million euros at 31 December 2017).

The total mortgage debt associated with the Kinepolis complex (including the retail park and the shopping centre) at 31 March 2018 and at 31 December 2017 amounted to 23.6 million euros and the occupancy ratio of the property was 68.9% as of 31 March 2018 (70% on 31 December 2017).

6. Alameda Retail Park

The subsidiary Junction Parque Alameda, S.L.U., acquired by Castellana on 4 December 2017, owns 100% of “Alameda Retail Park”.

The retail park is situated at calle Luis Buñuel, 6, Pulianas in Gr anada. Pulianas is a municipality that is part of the urban expansion of the city of Granada. The asset is located next to one of the main highway junctions in the area. The zone is characterised by tall residential buildings, undeveloped parcels, and a c ombination of industrial uses to the north that are integrated into the residential area.

The retail park is strategically located due to its proximity to the A44 and A92 highways, and the N432 and A4006 motorways. Since the A44 highway runs through Gran ada, most areas in the city a short trip away.

The park was opened in April 2013, with some subsequent expansions. It has four retailers and a gross leaseable surface area (SBA) of approximately 27,256 square metres. The retail park has a limited rear service area that can be accessed from the undergro und car park.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 28

The asset has 1,615 parking spaces.

The main tenants include Mercadona, Decathlon, Asador City Wok, Orchesta and Maisons du Monde. All of the tenants comprising the park have their own individual entrances to each area. The store sizes ra nge from 16 to 7,046 square metres, and they are mostly rectangular.

As of 31 March 2018, the average expiration date of the lease agreements is 16.8 years (2.6 years when including the possibility of early termination). The monthly rent amounts to 10. 71 euros per square metre and the rents will vary in accordance with the CPI.

The retail spaces in the area that would represent the most prominent competition would be: Neptuno (25,000 m²) and Serrallo Plaza (25,000 m²).

The property’s market value on 31 March 2018 was 55.3 million euros (54.9 million euros at 31 December 2017).

The mortgage debt associated with the property at 31 March 2018 and at 31 December 2017 amounted to 27.5 million euros and the occupancy ratio of the property was 95% on 31 March 2018 (98.6% on 31 December 2017).

7. Marismas del Polvorín

The subsidiary Junction Parque Huelva, S.L.U., acquired by Castellana on 29 June 2017, owns 100% of the “Marismas del Polvorín” retail park.

The retail park is located at Calle Molino Mareal, 1 in Huelva, surrounded by low -rise residential developments and retail shops. The socioeconomic level could be classified as medium. It has a 150 -metre high façade facing the main roadway, giving it excellent visibility from the highway.

The asset is well-connected because of its proximity to the junction of the H -30 highway and the connections with national highways H31 and A49. The H -30 highway acts as a ring highway for the city of Huelva. In addition to this, the retail park’s location makes it possible for large numbers of shoppers to reach it by foot.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 29

The park was opened in 2008. It is part of the area’s main retail zone. It has eleven retailers with a gross leaseable surface area (SBA) of 20,000 square metres, in addition to 1,921 square metres of office space.

The retail park has a rear service area that can be reached from a side street called Calle B, and it is large enough for heavy vehicles to enter.

The asset has approximately 640 outdoor parking spaces.

The main tenants are: Med ia Markt, Espacio Casa, C & A, Mercadona, Sprinter, Maxi Dia and Kiwoko, in addition to other tenants such as Low Fit and Merkal, and other supplemental operators. All of the tenants comprising the retail park have their own individual entrances to each ar ea. The store sizes range from 776 to 3,989 square metres, and they are mostly rectangular.

As of 31 March 2018, the average expiration date of the lease agreements is 23.3 years (3.7 years when including the possibility of early termination). The monthl y rent amounts to 7.69 euros per square metre and the rents will vary in accordance with the CPI.

The retail spaces in the area that would represent the most prominent competition would be: “Holea” (50,800 m²) and “Puerta del Odiel” (10,765 m²).

The property’s market value on 31 March 2018 was 28.8 million euros (28.2 million euros at 31 December 2017).

The mortgage debt associated with the property at 31 December 2017 and at 31 December 2017 amounted to 13.1 million euros and the occupancy ratio of the property was 100% on both dates.

8. La Heredad

The subsidiary Junction Parque Mérida, S.L.U., acquired by Castellana on 29 June 2017, owns 100% of the “La Heredad Retail Park”.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 30

The retail park is situated at Avenida José Saramago de Sousa in Mérida, Extremadura.

The property is well connected because of its proximity to the junction of the A66 and the A5 highways, and the connections with the N630 roadway. These expressways connect to other major cities around Mérida.

The park was opened in October 2011 and it has a gross leasable surface area of 13,653 square metres. It has 9 stores and 400 outdoor car parking spaces.

Its main tenants include companies such as Mercadona, Worten, AKI DIY store, Sprinter, Kiwoko and Burger King. There are also other retail occupants in the area, including Aldi and Jugetilandia. As of 31 March 2018, the average expiration date of the lease agreements is 22 years (3.5 years when including the possibility of early termination). The monthly rent amounts to 7.48 euros per square metre and the rents will vary in accordance with the CPI.

The retail spaces in the area that would represent the most prominent competition would be “Carrefour Mérida” (17,068 m²).

The property’s market value on 31 March 2018 was 19.2 million euros (19.0 million euros at 31 December 2017).

The mortgage debt associated with the property at 31 December 2017 and at 31 December 2017 amounted to 10.6 million euros and the occupancy ratio of the property was 100% on both dates.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 31

9. Pinatar Park

The subsidiary Junction Parque Alameda, S.L.U., acquired by Castellana on 4 December 2017, owns 100% of the “Pinatar Park” retail park.

The retail park was opened in December 2016 and it is located in the south east of San Pedro del Pinatar, a coastal town around 35 kilometres from south -eastern Murcia. The park is located strategically along the N -232.

The surface area of the park is 10,637 square metres. It has 9 stores and 370 outdoor car parking spaces.

It s main tenants include companies such as Aki, Economic Cash and Jysk. As of 31 March 2018, the average expiration date of the lease agreements is 26.2 years (4.2 years when including the possibility of early termination). The monthly rent amounts to 6.25 e uros per square metre and the rents will vary in accordance with the CPI.

The retail spaces in the area that would represent the most prominent competition would be: the “Dos Mares” shopping centre (24,817 m²) and “Zenia Boulevard (80,500 m²) , although th ese shopping centres do not compete with Pinatar Park but rather enhance the variety.

The property’s market value on 31 March 2018 was 11.6 million euros (11.4 million euros at 31 December 2017).

The mortgage debt associated with the property at 31 Dec ember 2017 and at 31 December 2017 amounted to 5.0 million euros and the occupancy ratio of the property was 100% on both dates.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 32

10. La Serena

The subsidiaries Junction Villanueva 1, S.L.U. and Junction Villanueva Fase 2, S.L.U., acquired by Castellana on 29 June 2017, are owners of “La Serena Retail Park”.

The park is situated at Carretera Don Benito S/N, Villanueva de la Serena, Extremadura. It is well-connected because of its proximity to the junction of the EX-A2 highway and connections with national highway EX206. These highways connect Villanueva de la Serena to the nearby municipalities.

The park was opened in April 2009, with subsequent extensions in 2010. It has nine stores with a gross leasable surface area of 12,605 square metres. The park has 500 outdoor car parking spaces

Its main tenants include companies such as Aki, Mercadona and Sprinter. As of 31 March 2018, the average expiration date of the lease agreements is 21.2 years (3.4 years when including the possibility of early termination). The monthly rent amounts to 6.64 euros per square metre and the rents will vary in accordance with the CPI.

The retail spaces in the area that would represent the most prominent competition would be “Carrefour Villanueva de la Serena” (10,755 m²).

The property’s market value on 31 March 2018 was 15.4 million euros (15.0 million euros at 31 December 2017).

The mortgage debt associated with the property at 31 March 2018 and at 31 December 2017 amounted to 8.5 million euros and the occupancy ratio of the property was 84% on 31 March 2018 (95.4% on 31 December 2017).

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11. Mejostilla

The subsidiary Junction Parque Cáceres, S.L.U., acquired by Castellana on 29 June 2017, owns 100% of “Mejostilla Retail Park”.

The retail park is situated at calle José Espronceda 52 Parcela, M-19. 1ª, Cáceres. The property is well connected because of its proximity to the junction of the A66 highway, and the connections with the N521 roadway. These expressways connect to other major cities around Cáceres.

The park was opened in 2007 and it has a gross leasable surface area of 7,281 square , with 7 stores and 260 outdoor car parking spaces.

Its main tenants include companies such as Sprinter, Electrocash and Aldi. As of 31 March 2018, the average expiration date of the lease agreements is 15.3 years (8.3 years when including the possibility of early termination). The monthly rent amounts to 6.58 euros per square metre and the rents will vary in accordance with the CPI.

The retail space in the area that would represent the most prominent competition would be “Ruta de la Plata” (19,237 m²), although this shopping centre does not compete with Mejostilla Park but rather enhance the variety.

The property’s market value on 31 March 2018 was 8.6 million euros (8.6 million euros at 31 December 2017).

The mortgage debt associated with the property at 31 December 2017 and at 31 December 2017 amounted to 4.3 million euros and the occupancy ratio of the property was 100% on both dates.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 34

12. Motril Retail Park

T h e

s u bsidiary Junction Parque Motril, S.L.U., acquired by Castellana on 29 June 2017, owns 100% of “Motril Retail Park”.

The retail park is situated on Rambla de las Brujas, Motril (Granada). The retail park is strategically located southwest of Motril along national highway N-340, with excellent connections to Motril using the ring highway. The area is characterised by the existence of retail zones (McDonald’s, Maxi Día and retail parks such as Al Campo and Aki Bricolaje) and high-rise residential buildings.

The park was opened in 2011 and it has a gross leasable surface area of 5,559 square metres. It has 4 stores and 275 parking spaces, 170 outdoor and 105 indoor.

Its main tenants include companies such as Worten, Sprinter and Kiabi. As of 31 March 2018, the average expiration date of the lease agreements is 18.4 years (2.1 years when including the possibility of early termination). The monthly rent amounts to 8.4 euros per square metre and the rents will vary in accordance with the CPI.

The retail spaces in the area that would represent the most prominent competition would be “Al Campo Motril” (15,478 m²).

The property’s market value on 31 March 2018 was 8.4 million euros (8.4 million euros at 31 December 2017).

The mortgage debt associated with the property at 31 December 2017 and at 31 December 2017 amounted to 4.4 million euros and the occupancy ratio of the property was 100% on both dates.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 35

13. Ciudad del Transporte 14.

The subsidiary Junction Parque Castellón, S.L.U., acquired by Castellana on 29 June 2017, owns 100% of the “Ciudad del transporte” retail park.

The retail park is situated at Avenida Europa 231, Castellón de la Plana, Valencia. The property is well connected because of its proximity to the junction of the A7 highway, and connections with the CV17 expressway. These highways connect it to other cities in Castellón and their surroundings.

The park was opened in 1998, with extensions in 2001 and 2006. It has two retails stores that have a surface area (SBA) of approximately 3,250 square metres that were built in the initial phase in 1998.

The retail park boasts 1,170 parking spaces, 170 outdoor and 1,000 indoor.

Its two tenants are Kiabi and Tiendanimal. As of 31 March 2018, the average expiration date of the lease agreements is 13.5 years (2 years when including the possibility of early termination). The monthly rent amounts to 10.29 euros per square metre and the fees vary in accordance with the CPI.

The retail spaces in the area that would represent the most prominent competition would be: “Puerto Azahar” (17.155 m²) and the Salera shopping centre (68,196 m²).

The property’s market value on 31 March 2018 was 7.1 million euros (6.8 million euros at 31 December 2017).

The mortgage debt associated with the property at 31 December 2017 and at 31 December 2017 amounted to 3.3 million euros and the occupancy ratio of the property was 100% on both dates.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 36

c) Leisure centers

14. Kinepolis Leisure Park

The subsidiary Junction Parque Granada, S.L.U., acquired by Castellana on 29 June 2017, owns 100% of the “Kinepolis Leisure Park” retail park.

The leisure centre is located on calle Samuel Billy Wilder 1 in Pulianas, Granada, and it was opened in August 2004 with subsequent expansions. The property is located in a commercial hub. The socioeconomic level could be classified as medium. It is strategically located due to its proximity to the A44 and A92 highways, and the N432 and A4006 motorways. The A44 highway passes through Granada.

The leisure centre has a gross leasable surface area of 7,481 square metres. Its main tenants include companies such as Burger King, Fosters Hollywood and Kiwoko.

Kinepolis Leisure Park is currently being remodelled and it is undergoing a strategic repositioning. This innovative refurbishment will improve the shopping centre by increasing its natural light, expanding the steel supports on the main façade to install restaurant terraces, and improving pedestrian traffic in the car park, in addition to work on its exterior. The interior finishes will also be modernised by renovating the floors, walls and ceilings to install a kids’ gaming area that will be custom built to provide better service to Kinepolis shoppers. The Company has confirmed the operators’ widespread acceptance of the project, resulting in their overwhelming demand for space. Sale of the available spaces is now in an advanced phase, with lease agreements signed for 92% of the shopping centre’s SBA as of the date of this Informational Document. The project is expected to generate a 158% increase in revenues, which means a 10.7% profit after expenses.

The Kinepolis complex (including the retail park and the entertainment area) has a total of 1,663 outdoor parking spaces.

As of 31 March 2018, the average expiration date of the lease agreements is 12.5 years (1.4 years when including the possibility of early termination). The shopping centre’s monthly rent is 10.32 euros per square metre and the rents will vary in accordance with the CPI.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 37

The retail spaces in the area that would represent the most prominent competition would be: Nevada (120,000 m²), Neptuno (25,000 m²) and Serrallo Plaza (25,000 m²).

The shopping centre’s market value on 31 March 2018 was 13,4 million euros (13,.6 million euros at 31 December 2017).

The total mortgage debt associated with the Kinepolis complex (including the retail park and the entertainment area) at 31 March 2018 and at 31 December 2017 amounted to 23.6 million euros and the occupancy ratio of the property was 69% as of 31 March 2018 (70% on 31 December 2017).

15. Habaneras Shopping Center

The shopping centre was acquired on 9 May 2018 and it is situated at Avenida de Rosa Mazón Valero 7, Torrevieja (Alicante).

It is a shopping centre with a modern design constructed in 2005. The shopping centre has a gross leasable surface area of 24,158 square metres, with the property’s built surface area being 51,207 square metres.

It has 66 commercial premises distributed across three floors, two above ground level exclusively allocated to commercial activity, and one below ground level allocated to two uses: commercial, where the tenants with greater leased surface area (Aki, C&A and Forum Sport) are located and an isolated zone for parking.

It has 850 parking spaces, 780 of which are situated on two floors below ground level, and 70 units in an area with direct access from the street.

The property is leased to 63 tenants.

The key tenants of the shopping centre are AKI, C&A, Forum and Zara, which occupy a gross leasable surface area of 9,497 square metres, which entails 39% of the total gross leasable surface area. The brands H&M and Massimo Dutti, considered focuses of the attraction of potential consumers, also occupy commercial premises.

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As of 31 March 2018, the average expiration date of the lease agreements is 8.4 years (5 years when including the possibility of early termination). The shopping centre’s monthly rent is 17.73 euros per square metre and the rents will vary in accordance with the CPI.

The retail spaces in the area that would represent the most prominent competition would be: the “Dos Mares” shopping centre (24,817 m²) and “Zenia Boulevard (80,500 m²).

The shopping centre’s market value on 31 March 2018 was 82.9 million euros.

The mortgage debt associated with the shopping centre amounted to 42.3 million euros, and its occupancy ratio was 93% on 31 March 2018.

Company Management

Unlike other real estate investment companies of a purely ownership nature, Castellana has not delegated full management of the properties to a third party through a global management performed by its own employees and the subcontracting of some services with outsourced suppliers. In this regard, Castellana has a team made up of 4 people.

In the management of the Company and its business, three areas of activity are distinguished: (i) asset management , that includes management of contractual relations with the lessees and financial management of the properties (budgets, control of income and expenditure, etc); (ii) property management, that includes the day-to-day operations management of each building and any incidents, supervision of facilities, maintenance agreements and routine repairs; and (iii) acquisition management. In the following sections we detail how the management of each of these activities is carried out at Castellana.

a) Asset management

The management of the lease agreements and the financial control of income and expenses in relation to the buildings are carried out directly by Castellana staff, both with respect to the property owned directly by Castellana and the properties owned by the subsidiaries.

b) Property management

Each subsidiary company and Castellana itself have contracted the services of several suppliers in relation to the day-to-day operational management of each building and its incidents, supervision of the facilities, maintenance agreements and routine repairs. These are local suppliers in each of the territories where the buildings are located. The general supervision of the services by outsourced suppliers is performed by Castellana staff, both with respect to the properties owned directly by Castellana and the properties owned by the subsidiaries.

c) Investment management contract (acquisition management)

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 39

The decision to invest in the acquisition of new properties is taken by the Board of Directors of the Company, supported by the work carried out by the directors thereof.

In addition, in the last quarter of 2016 the Company verbally agreed an Exclusive Sourcing Agreement with the company Diversified Real Estate Asset Management, S.L. (“ DREAM ”) by virtue of which DREAM provides all the services related to the analysis of potential investments that could be undertaken by Castellana, both from a business point of view as well as a financial standpoint. The services corresponding to the financial analysis are subcontracted by DREAM with Vukile.

The agreement was signed by both parties on December 23, 2017, having been renewed on May 24, 2018.

DREAM is a company that is controlled by Castellana board member Adam Lee Morze, who holds direct and indirect holdings in the company, through DREAM, of less than 1%.

Given the relevance that the agreements between the Company and DREAM may have in obtaining the results of Castellana, the most significant aspects of the Exclusive Sourcing Agreement to be taken into account by investors when evaluating and establishing their investment criteria in the Company are set out below.

Aspects related to investment strategy and policy in the investment management contract

The Exclusive Sourcing Agreement provides DREAM with the delegated duty of generating opportunities for commercial asset acquisition and corporate operations, exclusively for Castellana, subject to the investment policy, type of assets and other terms and conditions of the investment that the Castellana Board determines. This includes the identification of opportunities, the analysis of the opportunities from a financial and business perspective and the negotiation with the sellers of assets and the financing companies that, where appropriate, lend funds to Castellana, or with the corresponding subsidiary entity that acquires the asset

Any opportunity in relation to the business detected by DREAM must first be offered to Castellana.

If Castellana decides not to acquire the properties and/or opportunities offered by DREAM, DREAM will be free to offer these opportunities to third parties or acquire them itself. If DREAM acquires them, Castellana will have the right of first refusal if it is subsequently sold by DREAM.

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Period and termination of the exclusive sourcing agreement

The agreement will end when the first of these two situations occurs: (i) on 1 June 2022; (ii) when the investments proposed by DREAM acquired by Castellana amount to a total value of one billion euros.

Notwithstanding the foregoing, the parties may terminate the Agreement in the following cases:

- If one of the parties does not comply with the contract and this has not been rectified within a deadline of 10 working days from when the other party was notified in writing. The rectification period will be extended to 30 working days if it is verified that the party in breach has commenced the rectification process.

- If one of the parties is in bankruptcy.

Aspects concerning the remuneration of DREAM under the exclusive sourcing agreement

As remuneration for the services rendered, Castellana will have to pay DREAM a commission equal to 1% of the acquisition price of any property or corporate opportunity originated by DREAM and acquired by Castellana, either directly or indirectly. As clarification, Castellana will not be obliged to pay the commission mentioned above if the property or the corporate opportunity acquired by Castellana was generated by Castellana or Vukile. However, in this case, Castellana will pay a lower commission that will be determined during the purchase process, for the performance of the due diligence of the property or business opportunity that DREAM has carried out.

Castellana could carry out part of these services with its own internal resources. However, in the Exclusive Sourcing Agreement, it has agreed to contract such services exclusively with DREAM if they were outsourced. Furthermore, DREAM can provide services to other customers.

Additionally, on 11 April 2018, Castellana, DREAM and Vukile entered into an agreement (Introducing Agreement) by which, given that Castellana plans to carry out future acquisitions of new retail parks and shopping centres and in view of the need for financing to undertake the investments, for which the entry of new shareholders will be necessary, DREAM and Vukile agreed to perform tasks of generation and introduction of potential investors that could be suitable to become shareholders of the company and that could subscribe shares for a total amount of 200 million euros, with Vukile also undertaking to subscribe capital increases and to pay the equivalent value thereof up to the aforementioned amount, to facilitate acquisitions of properties, in the event that sufficient investments were not found.

As remuneration for the above services, Castellana undertook to (i) pay DREAM a fee, calculated in accordance with the shares issued to shareholders brought by DREAM (provided that the amount of the shares subscribed by investors presented by DREAM and Vukile reaches 200 million euros in a period of 3 years as from the signature of the agreement), of 5.75% for the first 50,000,000 euros of shares subscribed by shareholders presented by DREAM, 4% between

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 41

50,000,001 euros and 125,000,000 euros and 1.5% from 125,000,001 to 200,000,000 euros; and (ii) pay Vukile a fee of 3.5% solely if the total amount of the shares in Castellana subscribed by Vukile and/or shareholders presented by DREAM and Vukile reaches or exceeds 200,000,000 euros within a period of 3 years as from the signature of the agreement. Vukile undertook to invest the amount of the aforementioned fee in Castellana shares while DREAM, for its part, also resolved to invest the net amount received for the aforementioned fee in Castellana shares.

For further information on Vukilever, please see Section 2.19 of this Informational Document.

2.6.2. Possible cost of commissioning due to a change of lessee

The standard start-up cost incurred by the subsidiaries of Castellana when a space under lease is left empty, includes three items: (i) the marketer's remuneration for the search for a new lessee, which varies between 10% and 15% of the first annual rent finally contracted; (ii) the legal costs; Castellana and its subsidiaries have an agreement with Rubio Laporta & Asociados with an average cost per contract of 3,000 euros; and (iii) the remuneration to the independent PCCT (Private Construction Coordination Team) company for the supervision of those necessary maintenance and renovation tasks performed to place the premises at the disposal of a new lessee, which usually has a cost of one monthly instalment, but that, nonetheless, is usually borne by the lessee.

2.6.3. Tax information

On 15 September 2016 the Company notified the Spanish Tax Administration of its decision to adopt the special tax regime for SOCIMIs envisaged in the Spanish Real Estate Investment Company Act, by virtue of the resolution unanimously passed at the Company’s Extraordinary and Universal Shareholders’ Meeting held on 24 August 2016. Accordingly, the special tax regime for SOCIMIs will be applicable to the Company from 1 January 2016 and thereafter.

Likewise, the Sub-SOCIMIs have communicated the option for the aforementioned regime on the following dates:

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Date of shareholder decision Date SOCIMI regime application First financial year in which the Company applied the # Company to apply SOCIMI regime communicated to AEAT SOCIMI regime

1 CASTELLANA PROPERTIES SOCIMI, S.A. 24 August 2016 15 September 2016 1 January 2016 to 31 December 2016 2 Junction Parque Alameda, S.L. 04 December 2017 26 December 2017 22 November 2017 to 31 March 2018 3 Junction Parque Cáceres, S.L. 29 June 2017 14 September 2017 01 January 2017 to 31 December 2017 4 Junction Parque Castellón, S.L 29 June 2017 14 September 2017 01 January 2017 to 31 December 2017 5 Junction Parque Granada, S.L 29 June 2017 14 September 2017 01 January 2017 to 31 December 2017 6 Junction Parque Habaneras, S.L 24 April 2018 28 May 2018 01 April 2018 to 31 March 2019 7 Junction Parque Huelva, S.L 29 June 2017 14 September 2017 01 January 2017 to 31 December 2017 8 Junction Parque Mérida, S.L 29 June 2017 14 September 2017 01 January 2017 to 31 December 2017 9 Junction Parque Motril, S.L 29 June 2017 14 September 2017 01 January 2017 to 31 December 2017 10 Junction Parque Principado, S.L 29 June 2017 14 September 2017 01 January 2017 to 31 December 2017 11 Randolph Spain, S.L. 29 June 2017 14 September 2017 01 January 2017 to 31 December 2017 12 Roxbury Spain, S.L. 29 June 2017 14 September 2017 01 January 2017 to 31 December 2017 13 Junction Parque Villanueva 1, S.L 29 June 2017 14 September 2017 01 January 2017 to 31 December 2017 14 Junction Parque Villanueva Fase 2, S.L 29 June 2017 14 September 2017 01 January 2017 to 31 December 2017

In accordance with article 2.1. c) of the Spanish Law on SOCIMIs, those entities (i) whose main corporate purpose is the acquisition of urban real estate for leasing; (ii) and that are subject to the same structure as the one established for SOCIMIs with regard to the obligatory, legal or statutory policy on distribution of dividends; and (iii) that comply with the same investment requirements referred to in article 3 of the Spanish Law on SOCIMIs; and (iv) that all of their share capital (with their shares being nominative shares), belongs to a SOCIMI, may choose application of the special tax regime established for SOCIMIs (regulated in article 8 of the Spanish Law on SOCIMIs).

In addition, pursuant to article 4 of the Spanish Law on SOCIMIs, the obligation of trading on a regulated market or in a Spanish multilateral trading system or that of any other Member State of the European Union or the European Economic Area, is only required of those SOCIMIs regulated in article 2.1.a) of the Spanish Law on SOCIMIs.

This section contains a general description of the tax regime applicable in Spain to SOCIMIs, as well as the implications that, from a point of view of Spanish taxation, would result for resident and non-resident investors in Spain, both individuals and legal entities, regarding the acquisition, ownership and, if applicable, possible transfer of the shares of the Company.

The description contained in this section is based on the tax regulations applicable as of the date of this Information Memorandum.

This section is not intended to be a comprehensive description of all tax considerations that may be relevant to a decision to acquire the Company’s shares, nor is it intended to cover the tax consequences applicable to all categories of investors, some of whom may be subject to special rules.

We recommend that investors interested in acquiring the Company shares check with their lawyers or tax advisors who could give them personalised advice in view of their specific circumstances.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 43

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a) Taxation of SOCIMIs

(i) Special tax regime applicable to SOCIMIs in Corporation Tax

In accordance with article 8 of the Spanish Law on SOCIMIs, the SOCIMIs that meet the requirements set out in that law may opt for application in the Corporation Tax of the special tax regime regulated therein. This regime may also be used by companies that, although not listed companies, reside on Spanish territory and are located within or form part of the entities referred to in letter c) of section 1 of article 2 of the Spanish Law on SOCIMIs. The requirements necessary for the application of the regime are not detailed in this Information Memorandum. In section 1.23.5.1 of this Information Memorandum, the main causes for which the Company would forfeit the special regime are indicated, as well as the most notable legal consequences of a possible forfeiture thereof.

The main characteristics of the special tax regime applicable to SOCIMIs in the Corporation Tax are summarised below (in all other items, SOCIMIs are governed by the general regime):

SOCIMIs are taxed at a tax rate of 0%

In the event of generating tax loss carryforwards, the SOCIMIs are not subject to application of article 26 of 27/2014, of 27 November, on Corporation Tax ( Spanish Corporation Tax Act [Ley del Impuesto sobre Sociedades ]). However, the income generated by the SOCIMI that pays at the general rate (of 25%) in the terms set out below, can be subject to compensation with tax loss carryforwards generated before opting for the special regime for SOCIMIs, where applicable.

SOCIMIs are not subject to application of the system of deductions and allowances set out under Chapters II, III and IV of the Spanish Corporation Taxation Act.

Non-compliance with the permanence requirement, set out in article 3.3 of the Spanish Law on SOCIMIs, in the case of real estate that integrates the assets of the company, implies the obligation to pay tax for all income generated by these properties in all taxation periods in which the special tax regime had applied. Said taxation will take place in accordance with the general regime and the general tax rate of the Corporation Tax, in the terms set out in article 125.3 of the Spanish Corporation Taxation Act.

Breach of the permanence requirement in the case of shares or stocks entails taxation of the income generated through the transfer pursuant to the general regime and at the general rate of Corporation Tax, in the terms set out in article 125.3 of the Spanish Corporation Taxation Act.

In the event that the SOCIMI, for whatever reason, pays tax through a different Corporation Tax regime prior to compliance with the aforementioned three-year period, the regulation referred to in foregoing points (d) and (e) will apply, in accordance with the terms established in article 125.3 of the Spanish Corporation Taxation Act, in relation to the total income of the SOCIMI in the years in which the regime was applied.

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Without prejudice to the foregoing, the SOCIMI will be subject to a special tax rate of 19% over the full amount of the dividends or profit share distributed to shareholders whose stake in the share capital is equal to or higher than 5% (“ Qualified Shareholders “), when these dividends, in the headquarters of the said shareholders, are exempt or taxed at an effective rate of less than 10% (providing that the shareholder that receives the dividend is not an entity subject to application of the Spanish Law on SOCIMIs). Said tax is considered an instalment of Corporation Tax and will accrue, where appropriate, on the day of the distribution of profits by the general shareholders’ meeting or equivalent body, and must be subject to settlement and payment within 2 months from the accrual date.

The special lien does not apply when the dividends or profit shares are received by entities not resident on Spanish territory that have the same corporate purpose as the SOCIMIs and that are subject to a similar structure with regard to the obligatory, legal or statutory policy on profit share, with regard to those shareholders that possess a stake equal to or greater than 5% of the share capital of those and pay tax for these dividends or profit share, at least, at a taxation effective rate of 10%.

As regards to the aforementioned 19% special tax, the Articles of Association provide that the shareholders that cause the accrual of this surcharge (that is, those Qualified Shareholders that do not pay taxation of at least 10% over the dividends received), will be obliged to indemnify the Company for the amount necessary to place it in the position it would be if such a special tax had not accrued.

The special tax regime is incompatible with the application of any of the special regimes provided for in Heading VII of the Spanish Corporation Taxation Act, except that of mergers, spin-offs, contributions of assets, exchange of securities and change of registered office of a European Company or a European Cooperative Society from one Member State to another of the European Union, international tax transparency and certain financial leasing agreements.

For the purposes of article 89.2 of the Spanish Corporation Taxation Act, it is presumed that the operations of mergers, spin-offs, contributions of assets and exchanges of securities under the special regime established in Chapter VII of Heading VII of the Spanish Corporation Taxation Act are carried out with a valid economic reason when the purpose of such operations is the creation of one or more companies eligible for the special tax regime of the SOCIMIs, or the adaptation, for the same purpose, of previously existing companies.

There are special rules for companies that opt for the application of the special tax regime of the SOCIMIs and that were taxed under a different regime (entry regime) and also for SOCIMIs that are taxed under another Corporation Tax regime, which are not detailed in this Information Memorandum.

(ii) Tax benefits applicable to Transfer Tax and Stamp Duty ( Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentado ").

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The incorporation and capital increase operations of the SOCIMIs, as well as the non-monetary contributions to these companies, are exempt under the Corporate Operations modality of the Transfer Tax and Stamp Duty (this does not make any difference with respect to the current general regime).

Moreover, there is a 95% discount on the amount of the Transfer Tax and Stamp Duty for the acquisition of homes for rent and for the acquisition of land for the development of housing for rent, provided that, in both cases, they meet the maintenance requirement (article 3.3 of the Spanish Law on SOCIMIs).

b) Taxation of investors in shares of the SOCIMIs

(i) Direct taxation over the profits generated through the holding of shares in the SOCIMIs

Investor subject to Personal Income Tax (Personal Income Tax [Impuesto sobre la Renta de las Personas Físicas, Personal Income Tax ])

Dividends, attendance bonuses for meetings and shares in the equity of any type of entity, among others, will be considered as income from capital gains (article 25 of Spanish Law 35/2006, of 28 November, on Personal Income Tax, in its wording given by Spanish Law 26/2014, of 27 November).

For the calculation of net income, the taxpayer may deduct the administration and deposit expenses, provided that they do not involve consideration for discretional and individualised management of investment portfolios. The net return is included in the tax base of savings in the year in which they are due, applying the current tax rates at all times. The rates applicable to savings in 2018 are equal to 19% (up to 6,000 euros), 21% (up to 50,000 euros) and 23% (50,001 euros onwards).

Finally, it should be noted that the above returns are subject to withholding on account of the Personal Income Tax of the investor, applying the current rate at any given time, which will be deductible from the net Personal Income Tax in accordance with the general rules.

Investor taxpayer subject to payment of the Corporation Tax or the Non-residents’ Income Tax (Impuesto sobre la Renta de no Residentes ) with a permanent establishment ( PE ).

In their tax base, taxpayers of the Corporation Tax and the Spanish Non-residents’ Income Tax with PE will integrate the full amount of the dividends or profit share resulting from ownership of the shares of the SOCIMI, as well as the expenses inherent to the participation, in the manner set out in the Spanish Corporation Taxation Act, taxed at the general tax rate (25% in the 2018 financial year).

Regarding the dividends distributed with a charge to profits or reserves in respect of which the special tax regime of SOCIMIs has been applied, the investor will not be subject to the double

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taxation exemption established in article 21 of the Spanish Corporation Taxation Act, as regards income earned.

Finally, it should be noted that the above returns are subject to a withholding on account of the Corporation Tax or Spanish Non-residents’ Income Tax of the investor at the withholding rate in force at any given time (19% in 2018), which will be deductible from the overall amount payable in accordance with the general rules.

Investor subject to taxation for Spanish Non-residents’ Income Tax without PE

The tax treatment contained in this point is also applicable to individual investors who pay Personal Income Tax and to whom the special tax regime for transferred workers applies (article 93 of the Spanish Personal Income Tax Act - Personal Income Tax).

In general, dividends and other profit sharing obtained by taxpayers of the Spanish Non-residents’ Income Tax without PE are subject to taxation for this tax at the prevailing tax rate at any time and on the full amount received (19% in 2018).

The aforementioned dividends are subject to a withholding on account of the Spanish Non- residents’ Income Tax of the investor at the prevailing rate at any given time (see above), unless the investor is an entity whose main corporate purpose is similar to that of the SOCIMI and is subject to the same regime in terms of the policy on distribution of profits and investment (see article 9.4 of the Spanish Law on SOCIMIs through referral to 9.3 and 2.1.b) thereof).

The aforementioned tax regime will apply, providing no exemption or reduced rate provided for under Spanish internal regulations is applicable (in particular, the exemption under article 14.1.h) of the Revised Text of the Spanish Non-Residents Income Tax Act, ( Texto Refundido de la Ley del Impuesto sobre la Renta de no Residentes ) approved through Royal Legislative Decree 5/2004, of 5 March for EU residents) or by virtue of the Double Taxation Treaty (“ DTT ”) subscribed by Spain with the country where the investor resides.

(ii) Direct taxation over the profits generated through the holding of shares in the SOCIMIs

Investor subject to taxation for Personal Income Tax

In relation to the income obtained in the transfer of the stake in the capital of the SOCIMIs, the capital gain or loss will be determined as the difference between its acquisition value and the transfer value, determined by its listing price on the date of transfer or for the agreed value when it is higher than the share price (see article 37.1.a) of the Spanish Non-Residents Income Tax Act).

It establishes the inclusion of all gains or losses in the savings base, regardless of when they were generated. The capital gains arising from the transfer of shares of the SOCIMIs are not subject to a withholding on account of the Personal Income Tax.

Investor subject to taxation for Spanish Non-residents’ Income Tax without PE

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The profit or loss on arising from transfer of the shares in the SOCIMIs will be integrated into the taxable base of the Corporation Tax or Spanish Non-residents’ Income Tax pursuant to the Spanish Corporation Taxation Act or Spanish Non-Residents Income Tax Act, respectively, paying tax at the general rate (25% in 2018, with some exceptions).

Regarding the income obtained in the transfer or redemption of the stake in the share capital of the SOCIMIs, the investor will not be subject to the double taxation exemption established in article 21 of the Spanish Corporation Taxation Act, as regards income earned.

Lastly, income arising from the transfer of shares of the SOCIMIs is not subject to a withholding on account of the Corporation Tax or Spanish Non-residents’ Income Tax with PE.

Investor subject to taxation for Spanish Non-residents’ Income Tax without PE

The tax treatment contained in this point is also applicable to individual investors who pay Personal Income Tax and to whom the special tax regime for transferred workers applies (article 93 of the Spanish Non-Residents Income Tax Act).

As a general rule, capital gains obtained by investors not resident in Spain without PE are subject to Spanish Non-residents’ Income Tax taxation, quantifying this in accordance with the Spanish Non-Residents Income Tax Act and separately taxing each transfer at the rate applicable at any given time (19% in 2018).

As regards income obtained in the transfer of the stake in the share capital of SOCIMIs, these will not be subject to the general exemption for income arising from transfers of securities carried out on one of the official Spanish secondary securities markets and obtained by investors that are residents in a country that has signed a DTT with Spain and that includes an information exchange clause (see article 14.1.i) of the Spanish Non-Residents Income Tax Act.

The capital gains arising from the transfer of shares of the SOCIMIs are not subject to a withholding on account of the Spanish Non-residents’ Income Tax.

The aforementioned tax regime will apply, providing no exemption or reduced rate is applicable by virtue of a DTT subscribed by Spain with the country where the investor resides.

(iii) Wealth tax ( Imposición sobre el patrimonio )

The current regulation of the wealth tax was established under Law 19/1991, of 6 June, and was compulsory until the introduction of Law 4/2008, of 23 December which removed wealth tax taxation through the introduction of a 100% tax allowance.

However, with effect from the 2011 tax period, the tax requirement was reinstated, through the temporary non-application of the aforementioned tax allowance, resulting in the imposition of the Tax for the tax periods from 2011 to date, with the legislative specialities applicable in each Autonomous Community.

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In this regard, Royal Decree-Law 3/2016, of December 3, once again extended the non-application of this tax allowance for 2017 and for an indefinite term. However, as of the date of publication of this Information Memorandum, this non-application has not been extended for the 2018 financial year and, as a result, the wealth tax is not enforceable in that year. Although this measure is included in the General Budget Bill of the State of 2018, so that it is foreseeable to rule out that this mechanism (temporary non-application of the tax allowance) will be extended before the end of the year and it could therefore be applicable in 2018.

The regime for this tax is not detailed in this Information Memorandum, and it is therefore advisable that potential investors in shares of the Company consult their lawyers or tax advisors in this regard, and pay special attention to any news applicable to this tax and, where appropriate, the specific legislative specialities of each Autonomous Community.

(iv) Indirect taxation in the acquisition and transfer of shares of the SOCIMIs

In general, the acquisition and, if applicable, subsequent transfer of the shares of the SOCIMIs will be exempt from the Transfer Tax and Stamp Duty (Transfer Tax and Stamp Duty) and Value- Added Tax (see article 314 of Royal Legislative Decree 4/2015, which approves the revised text of the Spanish Securities Market Act [ Ley del Mercado de Valores ]).

2.6.4. Description of the investment and asset replacement policy. Description of activities other than real estate activities

Castellana's core investment policy is focused on ensuring the long term stability, predictability and growth of property rental income achieved from its assets, given its SOCIMI nature.

The main investment criteria are:

1. Acquisitions with value added : Castellana aims to expand its portfolio of properties with additional retail-related assets of a similar nature to its current portfolio (see section 2.6.1 of this Informational Document) in areas where rental demand is on the rise. The underlying core tenet of Castellana's investment strategy is to ensure the stability and growth of asset income (“Strong and Long”).

2. Active property and asset management of the current portfolio : initially, it is expected to maintain the assets in the portfolio on a long-term basis. However, the possibility of dispensing of some assets due to strategic reasons or the evolution of the real estate market is not ruled out.

3. Maximising profitability : In order to achieve growth in profitability for all Castellana shareholders, the Company plans on leverage with medium- to long-term Loan-To-Value ratio of around 50%, allowing sufficient flexibility to continue with its long-term growth strategy.

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The Company will invest in real estate assets that can have their value-added increased by active management, with the goal of increasing their revenue streams and achieving attractive per- property profits (approximately 7%).

On 18 July 2018, the Castellana’s majority shareholder, Vukile, announced a relevant event whereby it had agreed to acquire four shopping centres for 490 million euros. It also announced that it would offer to sell the shopping centres to the Board of Directors of Castellana as soon as possible for the same price in a share swap. If Castellana’s Board of Directors believes this would be beneficial, it will make a proposal to the Company’s General Meeting to acquire the shopping centres and to perform the subsequent capital increase.

Castellana is solely focused on retail real estate related activities.

2.6.5. Valuation report carried out by an independent expert in accordance with internationally accepted criteria, unless within the six months prior to the request there has been a placement of shares or a financial transaction took place that was relevant in determining a first reference price for the start of trading of the Company’s shares

2.6.5.1. Valuation report

In compliance with MAB Circular 9/2017 on the regime applicable to real estate investment trusts (“SOCIMI”), whose securities are incorporated in the MAB, the company has tasked EY with performing an independent valuation of the shares of the Company at 31 March 2018. A copy of the aforementioned valuation report dated 17 July 2018 is appended to this Informational Document as Annex VII. The MAB has not verified or checked the hypotheses used or the projections made in EY’s valuation, or the result thereof.

Given the type of activity that the Company carries out, EY has considered that the best corporate valuation methodology is the Triple NAV method.

The Triple NAV consists of calculating the value of a property company based on the sum of the market value of its assets, deducting the amount of the financial debt, the net tax liabilities derived from the theoretical recognition of the market value of the assets, and other adjustments to the market value of the assets and liabilities.

EY calculates Castellana’s Triple NY as follows:

1) It obtains the shareholders’ equity figure from the balance sheet based on the consolidated financial statements at 31 March 2018 2) It makes the corresponding adjustments to the shareholders’ equity 3) Making the aforementioned adjustments, it calculates the value of the shares at 31 March 2018 (Triple NAV)

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EY subsequently adjusts the calculation of the NAV to include any events occurring after 31 December 2018 that would affect the value.

Based on this value of Castellana's shareholders’ equity, the value per share has been obtained by dividing the value of the shareholders’ equity in accordance with the Triple NAV by the number of shares issued.

Adjustments to shareholders’ equity:

1. Analysis of the sensitivity of the real estate investments

The valuation of Castellana’s real estate portfolio at 31 March 2018 is 308.1 million euros. The property appraiser appraised the portfolio in accordance with RICS regulations using the cash flow discount method over a ten-year forecast, and applying various discount rates and exit yields to appraise their exit prices based on the characteristics of each asset. The prices calculated by the appraiser that are included in the financial statements are as follows:

Surface area Discount Exit Yield Valuation (€ Asset Location Type €/m² (m²) rate thousands) Parque Oeste Alarcón, Madrid Retail park 13,604 7.50% 5.00% 49,410 3.63

Parque Principado Oviedo Retail park 16,246 8.00% 5.88% 32,600 2.01

Ciudad del transporte Castellón de la Plana, Valencia Retail park 3,250 8.25% 6% 7,070 2.18

Kinepolis Granada Retail park 18,508 8.00% 6.25% 32,540 1.76

Kinepolis Granada Entertainmen 7,418 10.00% 6.25% 13,410 1.81 t centre

Marismas del polvorín Huelva Retail park 20,001 8.30% 6.13% 28,760 1.44

Motril Motril, Granada Retail park 5,559 9.25% 6.66% 8,410 1.51

La Serena Villanueva de la Serena, Retail park 12,405 9.00% 6.50% 15,370 1.24 Extremadura

Mejostilla Cáceres Retail park 7,281 9.25% 6.25% 8,590 1.18

La Heredad Mérida Retail park 13,453 9.00% 6.25% 19,200 1.43

Pinatar San Pedro del Pinatar, Murcia Retail park 10,637 9.38% 6.75% 11,640 1.09

Alameda Granada Puliana, Granada Shopping 31,821 9.00% 6.00% 55,300 1.74 centre

Total 160,183 282,300

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The market values calculated by the appraiser are already included on the Real Estate Investment Balance Sheet of the consolidated financial statements under “NIIF de Castellana”. EY conducted its appraisal by conducting a sensitivity analysis, applying a range of +/- 2.5% to the recorded values:

2. Structure expenses:

An adjustment to reflect the structure costs necessary for the management of the portfolio of properties and the functioning of the Company.

The expenses have been estimated based on the information provided by the Management, excluding the expenses that have already been recorded in the valuation of the property assets (i.e. property tax, Alcobendas community expenses). These expenses include: staff, consulting and legal services, external administration, central lease and others.

The expenses of file processing and admission to the MAB that are only generated in the exit process have also been included, as well as the recurrent expenses linked to trading on this market.

The recurrent expenses have been projected for a period of 10 years, increasing the expected inflation for Spain in accordance with the IMF and they have been deducted from the cost of the equity (Ke) of the Company as these expenses are considered to be financed in their entirety with equity, and that, in accordance with the comparables, amounts to 9.9%. The range has been constructed with +- 0.1% on the discount rate.

thousa 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 VT nd € Salaries -627 -847 -859 -875 -892 -908 -925 -942 -959 -977 -995 -1,013 Central office expenses -139 -187 -190 -194 -197 -201 -205 -208 -212 -216 -220 -224 Professional services -280 -367 -373 -380 -387 -394 -401 -408 -416 -424 -431 -439 Other expenses (travel, lodging, etc.) -70 -92 -93 -95 -97 -99 -101 -102 -104 -106 -108 -110 Recurring structure costs -1,116 -1,493 -1,515 -1,544 -1,573 -1,602 -1,632 -1,660 -1,691 -1,723 -1,754 -1,786

Costs associated with listing -332 Expenses for trading on the stock market -86 -86 -86 -88 -89 -91 -93 -94 -96 -98 -100 -102 Adjusted cash flow -1,534 -1,579 -1,601 -1,632 -1,662 -1,693 -1,725 -1,754 -1,787 -1,821 -1,854 -1,888

Terminal value -23,534 Discount factor 0.97 0.89 0.81 0.74 0.67 0.61 0.56 0.51 0.46 0.42 0.38 0.35

Adjusted free cash flow -1,481 -1,403 -1,296 -1,201 -1,114 -1,033 -957 -887 -823 -763 -707 -8,167

thousand € Amount Sum of discounted cash flows -11,664 Discounted terminal value -8,167 Total -19,831

Additionally, EY has applied a sensitivity to the structure expenses at the cost of the equity.

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KE 8.9% 9.9% 10.9%

-22,885 -19,831 -17,581

3. Adjustment to financial debt:

The book value of the syndicated loan signed in December 2017 that matures in December 2023 is 139.3 million euros. EY conducted an analysis of the market value of this loan that calculated it to range from 140.7 million euros to 147.5 million euros. To do this, EY used the method of discounting future cash flows from the debt using a discount rate equal to the market IRR associated with a loan with the same terms, interest rates and issuer characteristics.

The main assumptions are:

- The loan’s principle will mature in December 2023 - The loan has been classified as senior secured debt in the rating and due to its estimated recovery rate based on a comparative market analysis.

Based on the calculated fair value range, EY made the following adjustment to the NAV:

Book Market thousand Capital value value € gain Low range 221,352 275,243 53,890 Medium range 221,352 282,300 60,947 High range 221,352 289,358 68,005

Conclusions of the adjustments made to Castellana:

The conclusion of EY’s valuation is based on the Triple NAV methodology based on the Company’s consolidated financial statements at 31 March 2018.

With the objective of providing a range of values, EY has calculated a lower and upper range by conducting the following analysis: (i) analysis of sensitivity to a variation in the market value of the assets of +/- 2.5% and 0.5% on the structure costs discount rate; and (ii) market value of the financial debt based on EY’s analysis.

EY’s analysis concludes with a value for the equity of Castellana in accordance with the Triple NAV of 144.1 to 171.6 million euros.

NNAV (€ thousands) Low range High range

154,900 154,900 Net equity

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 54

- Adjustment for property, plant and equipment -3,414 -3,414

- Capital gains from property assets 5,249 6,537

16,138 30,253 - Capital gains from investments in group companies -22,885 -17,581 - Structure expenses - - - Adjustment to non-current payables to group companies and associates - - - Adjustment for deferred tax liabilities

Equity (Triple NAV) 149,988 170,695

Events subsequent to 31 March 2018 affecting the valuation:

From 1 April 2018 until the date of this Informational Document, the following events that affect the valuation of the Company's equity have taken place (see section 2.4.2 of this Informational Document):

Nominal Date Item Amount (€) Premium No. of shares Subscribers amount

08 May 2018 Capital increase 42,700,000 7,116,666 35,583,334 7,116,666 Vukile Property Fund Ltd

21 May 2018 Payment of dividends -10,948,954 n.a. n.a. n.a. n.a.

07 June 2018 Capital increase 300,000 50,000 250,000 50,000 DREAM

07 June 2018 Buybacks -300,000 50,000 250,000 50,000 Castellana

07 June 2018 Capital increase 3,016,452 502,742 2,513,710 502,742 32 shareholders

07 June 2018 Payment of dividends -1,201,442 n.a. n.a. n.a. n.a.

Total 33,566,055 7,669,408

On 8 May 2018, the Universal Extraordinary General Shareholders’ Meeting of Castellana resolves to increase the share capital by 7,116,666 euros by means of the issuance of 7,116,666 new registered shares, each with a par value of one euro. The increase was executed with a total issue premium of 35,583,334 euros and it was fully subscribed by Vukile. The shares were subscribed in order to carry out a shareholders’ contribution in the company Junction Parque Habaneras, S.L.U. allocated partially to financing the acquisition of the shopping centre Habaneras and the acquisition costs and expenses.

Effective 21 May 2018, Castellana’s Board of Directors resolved to pay out 10,948,954 euros in dividends on account.

On 17 June 2018, the Universal General Shareholders’ Meeting of Castellana resolved two capital increases by cash contribution.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 55

An initial increase in the amount of 50,000 euros (with contribution of 300,000 euros) by means of the issuance of 50,000 shares, each with a par value of one euro. The increase was executed with a total issue premium of 250,000 euros and it was fully subscribed by DREAM. The shares were subscribed in order subsequently to complete their sale to the Company in order to provision treasury stock to place it at the disposal of the liquidity provider.

A second increase in the amount (with contribution of 3,016,452) of 502,742 euros by means of the issuance of 513,710 shares, each with a par value of one euro. The increase was executed with a total issue premium of 513,710 euros and it was fully subscribed by 32 shareholders. The shares were subscribed in order to comply with MAB's dissemination requirement.

On 7 June 2018, the Universal General Shareholders' Meeting of Castellana, after resolving to apply the losses for the financial year closed at 31 December 2017, in the amount of 1,333,233 euros, to the loss account and to offset the negative balance charged to unrestricted reserves, resolved to approve the distribution of an interim dividend for the financial year ending 31 March 2018, in the amount of 1,201,442.30 euros.

Below, the details are shown of the adjustment that EY made to the valuation of the Company’s shares due to the subsequent events mentioned above:

Valuation (€ thousands) Low range High range

At 31 March 2018 14 4,0 88 17 1,583 Events after the reporting close 33,566 33,566

Total 177,6 54 205 ,149

No of shares (thousands) 33,968 33,968

Price per share 5.23 6.04

2.6.5.2. Information used to determine the reference price per share

Taking into consideration the range of values contained in the independent valuation report on the shares of the Company, of 17 July 2018, performed by EY and the facts subsequent thereto, the Board of Directors, in a meeting held on 17 July 2018, has set a reference value of 6 Euros for each of the shares of the Company, which entails a total value of the shareholders’ Company's equity of 203.8 million Euros.

2.7. Strategy and competitive advantages of the Issuer

Since its creation, Castellana has carried out a growth strategy based on the management of the current portfolio of real estate assets with the aim of adding value to it and increasing shareholder profitability

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 56 through the maximisation of the income to be received as well as the optimisation of expenses necessary for the proper functioning of the assets. Likewise, Castellana is currently carrying out repositioning and reconfiguration of some of its assets, with the primary objective being to add value and enhance income.

Castellana invests in real estate located in commercial nodes with areas of influence of at least 150,000 inhabitants driving tenant demand, for its exploitation under lease.

The characteristics and potential of every acquisition opportunity are carefully analysed, including the creation of a specific development plan for each property as well as a detailed study of tenant and customer demand.

The main strengths and competitive advantages of the Issuer are the following:

 Most of the Group’s revenues come from its business.

 Entry into the Spanish real estate market at an attractive time in the cycle. The Company has acquired real estate assets at an attractive moment in the cycle in view of the improvement presented by the macroeconomic indicators.

 Specialist team with an average of 20 years of experience in the sector and a thorough understanding of the commercial real estate market.  Internalized management team with a clear alignment of interests with the Castellana shareholders.

 Supported by Vukile Property Fund Limited (“Vukile”), a highly respected South African SOCIMI. Vukile’s values and experience, including their high standards of corporate governance, are well recognised in the South African listed real estate market.

 Enhanced capacity for response and speed when studying and making decisions.

 Management and active marketing strategy focused on leasing to tenants with strong lease covenants in order to guarantee high levels of physical occupancy.

 High level of atomization of the client portfolio that provides stability and security to long-term recurring revenues.

2.8. Brief description of the Issuer’s group of companies. Description of the characteristics and activity of the subsidiaries with a significant effect on the Issuer’s valuation or position

As of the date of this Information Memorandum, Castellana is the parent company of a group of companies comprising thirteen subsidiaries. At the same time, Castellana directly owns two real estate assets, the Bollullos office building in Seville and the Fresno building in Alcobendas (Madrid) (see section 2.6.1 of this Information Memorandum).

The Company structure is detailed below:

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 57

Castellana Properties, SOCIMI, S.A.

Edificio Edificio Bollullos Fresno

Junction Junction Junction Junction Junction Junction Junction Junction Junction Junction Roxbury Randolph Villanuev Parque Parque Parque Parque Parque Parque Parque Junction Parque Parque Villanuev Spain, Spain, a Fase 2, Mérida, Motril, Cáceres, Granada, Huelva, Castellón, Principado Alameda S.L.U. Habaneras a 1, S.L.U S.L.U. S.L.U. S.L.U S.L.U. S.L.U. S.L.U. S.L.U. S.L.U. S.L.U. , S.L.U. , S.L.U.

La Kinepolis Motril Mejostilla Marismas La Serena Heredad Retail & Ciudad del Parque Alameda Pinatar Parque Retail Retail del Parque Oeste Retail Park Retail Leisure Transporte Principado SC & RP Park Habaneras Park Park Polvorín Park Park

2.9. Where applicable, dependence on patents, licences or similar

The Group has no dependence on any trademark, patent or intellectual property rights that affect its business. All properties owned have the relevant licences for the exercise of their activity.

2.10. Diversification level (relevant contracts with suppliers or customers, information on possible concentration on certain products, etc.)

The Group generates revenue essentially as a consequence of the rent obtained from the lease agreements signed and, eventually, it will obtain revenue with the sale and purchase transactions (on the date of this Informational Document, no revenue has been generated derived from the sale of properties).

The volume of operating revenue (taking into account the net turnover amount, with operating revenue and the work performed by the company, not including the profits due to disposal) amounts to 9,311,245 euros at 31 December 2017.

The revenue came from the leases of the Group’s 11 retail parks and its shopping centre (77.75% of the revenue due to lease) and from the lease of two offices located in Madrid and Seville to Konecta Group (22.25% of the leases) that were owned by the Group on 31 December 2017. It also includes certain variable rent invoiced for some tenants (Burger King and Bricomart in Parque Principado, Cantina Mariachi and Ozone in Kinepolis), the amount of which depends on the revenue they obtain during the year.

It is important to highlight that, of all the assets, nine retail parks and one shopping centre were acquired in June 2017 and two more retail parks were acquired in December 2017. Additionally, in May 2018, the Group acquired a shopping centre located in Torrevieja, the “Habaneras” shopping centre, which would entail some 4.8 million euros of additional revenue due to lease.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 58

On 31 December 2017, the Group presented a portfolio of 96 tenants. The lease agreements have been signed for an average period of 10.56 years (from the signature date), periodically renewable, although some of them have early termination clauses.

Next, we detail:

(i) the amount and the percentage on revenue that the ten tenants with greatest billing as of the date of this Informational Document:

Lessee % of income Media Markt 14%

Konecta 12%

Sprinter 8%

Aki 7%

Worten 6%

Conforama 5%

Masquepet 5%

Kiabi 5%

Bricolje Bricoman 5%

Mercadona 5%

others 28%

Total 100%

(ii) the amount and percentage of revenues represented by the five geographic regions with the highest billing as of 31 December 2017:

Geographic Area % of income Madrid 26%

Granada 21%

Asturias 12%

Huelva 12%

Mérida 8%

Others 21%

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 59

Total 100%

On 31 December 2017, there was an occupancy level higher than 85% in all the Group’s assets. The most relevant tenants in terms of revenue due to lease are Media Markt and the Konecta Group; both tenants jointly represent 26.5% of the total revenue and 17.6% of the Gross Leasable Surface Area.

The revenue from Media Markt represents 14.1% of the Group's revenue due to lease. This tenant is present in Alcorcón (Roxbury), Huelva and Granada, with a total of 14,592 m 2.

The Konecta Group has the offices in the Fresno and Bollullos buildings (directly managed by Castellana) leased, with a leasable surface area of 14,744 m 2. Konecta represents 12% of the total revenue and its lease agreements end in 2015.

Aki Bricolaje is present in Granada, Mérida, Villanueva and Alameda with a total of 14,747 m² and a total rent of 954,927 euros.

In relation to the degree of concentration of suppliers, it should be highlighted that they correspond to services contracted with third parties mainly corresponding to lawyers, auditors and acquisitions advisers or to electricity, security, maintenance and cleaning suppliers. The five main suppliers at 31 December 2017 and 31 December 2016 were:

Suppliers 2017 % of Suppliers 2016 % of expenses expenses Ashurst LLP 24 % Ashurst LLP 61 %

DREAM 21% Colliers Servicios Técnicos, S.L. 26%

Grant Thornton 9% Deyfin Fiscal, S.L 4%

Catella Asset Management, S.L. 7% Grupo BC de Asesoria 1% Hipotecaris, S.L

DLA Piper Spain S.L.U. 5% Deyfin Laboral, S.L . 0%

Others 34% Others 8%

Total 100 % Total 100 %

2.11. Reference to environmental aspects that may affect the Issuer’s activity

The Group has not made significant investments in facilities or systems related to the environment, and it has not received any environmental grants. The Company does not have expenses or rights derived from greenhouse gas emissions.

As of the date of this Information Memorandum, all buildings owned by the Group have an energy efficiency certificate or are in the process of obtaining one.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 60

2.12. Financial information

2.12.1. Financial information for the last three years (or for the shortest period of activity of the Issuer), with the corresponding audit report for each year. The annual accounts must be formulated in accordance with the International Financial Reporting Standards (IFRS), national accounting standard or US GAAP, as the case may be, in accordance with the Circular addressing Listing Procedures and Requirements.

On 21 December 2017, the Extraordinary General Shareholders’ Meeting approved the change of the date for the closure of the annual accounting years of the Company, setting it at 31 March so that the date coincides with the accounting closure of its majority shareholder, the listed South African company Vukile Property Fund Limited.

Consequently, the financial information included in this section corresponds to the consolidated financial information of the three-month financial year of 1 January 2018 to 31 March 2018, and the consolidated financial information for the financial year ended 31 December 2017.

The financial information has been prepared based on the following financial statements audited by Grant Thornton, based on the accounting records of the Company (the consolidated financial statements of the 2017 financial year ended 31 December 2017 were the first formulated applying the International Financial Reporting Standards adopted by the European Union (IFRS-EU).

It should be highlighted that the financial reporting of the 2016 financial year prepared in accordance with the International Financial Reporting Standards adopted by the European Union (IFRS-EU) that is included in this section for comparison with the consolidated financial information of the 2017 financial year has not been subject to audit or limited review by the auditor, although it has been reviewed for the purposes of the comparison and restatement thereof, included in the Financial Statements of the financial year ending 31 December 2017.

The individual financial reporting of the Company (formulated in accordance with the standards of the General Accounting Plan approved by Royal Decree 1514/07, of 16 November 2007) from the financial years ended 31 December 2016, 31 December 2017 and 31 March 2018, and the consolidated financial information of the 2017 and 2018 financial years (prepared in accordance with the International Financial Reporting Standards adopted by the European Union ([IFRS-EU]), along with the corresponding audit reports, is appended to this Informational Document as Annex VI, V, III, IV and II, respectively.

Then the income statement and consolidated balance sheet of the Group is presented, describing the main headings and their variations.

Consolidated financial statements of the Company and its subsidiary companies of the 2016, 2017, and 2018 financial years

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 61

a) Consolidated income statement

€ 31.12.16 (12 months) 31/12/2017 (12 31/03/2018 (3 Var 2016 -2017 (%) months) months)

Net revenues 1,038,936 9,311,245 5,154,578 796% Labour costs -844 -328,038 -216,193

Other operating expenses -63,559 -2,472,087 -1,068,123 3789%

Chg. in fair value of RE inv. 482,763 14,020,770 3,910,000

Profit from operations 1,457,296 20,531,891 7,780,262

Finance income - 251,301 35,766

Finance expenses -153,758 -2,121,355 -1,165,116 1280%

Net finance expense -153,758 -1,870,054 -1,129,350

Profit/(loss) before tax 1,303,538 18,661,837 6,650,913

Income tax - -46,350 -

Profit for the period 1,303,538 18,615,487 6,650,913 1328%

Net turnover

The net turnover corresponds to the revenue due to leases of the property assets of the Group companies. While Castellana only owned two buildings in the 2016 financial year, in the 2017 and 2018 financial years Castellana also owned 12 other office buildings, ten of which it acquired in June 2017, with the other two acquired in December 2017.

€ 31/12/2017 31/03/2018 Rental income 9,038,324 4,726,164 Re-invoicing 272,921 428,414 Total INCN 9,311,245 5,154,578

Staff costs

At the close of the 2017 financial year, Castellana had nine employees who were added to the Group that same year. Of the total amount of wages and salaries, 157,000 euros corresponded to bonuses paid to management:

€ 31/12/2016 31/12/2017 31/03/2018 Wages and salaries - 306,031 171,125 Social security - 20,475 15,427 Other social expenses 844 1,532 29,641

Total 844 328,038 216,193

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 62

Other operating expenses

The detail of the other operating expenses account is the following:

€ 31/12/201 31/12/2017 31/03/20 6 18 Taxes and fees - 516,107 16,656 Repair and maintenance - 7,342 32,252 Management fees - 26,934 31,297 Other operating expenses 63,559 1,511,986 621,139 Total expenses related to investments 63,559 2,062,369 701,343

Advertising - 11,138 21,561 Auditing expenses - 158,451 56,936 Banking expenses - 1,552 4,100 Impairment - 2,525 2,259 Legal expenses - 211,560 175,945 Office expenses - 9,982 11,358 Telephone expenses - 674 645 Travelling Expenses - 10,344 20,353 Brokerage services - 1,207 28,760 Other expenses - 2,285 44,862 Total sundry operating expenses - 409,718 366,780

Total operating expenses 63,559 2,472,087 1,068,123

The entry under management fees in 2017 came from expenses accrued due to services that Colliers furnished in relation to asset management performed in the Seville and Alcobendas offices, and the entry from 2018 also includes the services that Alvores furnished as the manager of Alameda Park.

The other operating expenses heading in the amount of 1.5 million euros mainly includes the expenses related to electricity (200,247 euros), maintenance (172,315 euros), insurance (167,041 euros), cleaning (150,929 euros), lease expenses (149,911 euros), property owners’ association (146,808 euros) and expenses associated with the valuation of the property assets (118,567 euros), among others.

Variation in the fair value of property investments

The valuation of the property investments has been performed by experts under the “market value” hypothesis with these valuations performed in accordance with the RICS Appraisal and Valuation Standards (Red Brook) published by the Royal Institution of Chartered Surveyors of Great Britain (RICS).

Financial profit/(loss)

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 63

€ 31/12/2016 31/12/201 31/03/201 7 8 Bank loan interest -153,758 -1,644,285 -1,155,731 Group loan interest - -14,792 -9,385 Derivative revenue - 251,301 35,766 Derivative expenses - -462,278 -

Financial profit/(loss) -153,758 -1,870,054 -1,129,350

The expenses for derivatives came from the net amount of the mark-to-market adjustments of the derivatives and their monthly payments from the financial year.

Consolidated balance sheet

b.1) Assets:

€ 31/12/2016 31/12/2017 31/03/2018 Var 2017 -2018 (%)

Non-current assets 24,822,263 306,498,032 310,437,395 1% Property, plant and equipment - 47,880 58,440 22%

Real estate investments 24,488,000 304,140,000 308,050,000 1%

Non -current financial assets 334,263 2,310,152 2,328,955 1%

Current assets 1,003,641 15,242,567 18,109,004 19%

Trade and other receivables - 1,575,248 1,465,706 -7%

Investments in group companies and - 617,127 617,127 0% associates Cash and cash equivalents 1,003,641 13,050,191 16,026,170 23%

Total assets 25,825,904 321,740,599 328,546,398 2%

Property investments

€ 31/12/2016 31/12/2017 31/03/2018 Cost

Starting balance 24,005,237 24,488,000 304,140,000 Acquisitions via acquisitions - 197,741,070 - Acquisitions of new investments - 67,890,160 - Investment value adjustments 482,763 14,020,770 3,910,000

Total real estate investments 24,488,000 304,104,000 308,050,000

The registrations made in the financial year correspond to the property investments of the subsidiary companies acquired in the financial year. The detail of the property investments is as follows:

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 64

- Parque Comercial de la Ciudad del Transporte, Castellón de la Plana (3,250 square metres). JUNCTION PARQUE CASTELLON, S.L.U. - Parque Comercial Principado in Siero, Asturias (16,396 square metres). JUNCTION PARQUE PRINCIPADO, S.L.U. - Building in Avenida de Europa, in Alcorcón, Madrid (8,104 square metres). RANDOLPH SPAIN, S.L.U. - Building on plot 28, partial plan 2, centralidad N-V in Alcorcón, Madrid (5,500 square metres). ROXBURY SPAIN, S.L.U. - Parque Comercial Marismas del Polvorín in Marismas del Polvorín, Huelva (20,000 square metres) JUNCTION PARQUE HUELVA, S.L.U. - Parque Comercial Motril, Granada (5,559 square metres). JUNCTION PARQUE MOTRIL, S.L.U. - Parque Comercial Kinepolis RP & LC in Pulianas, Granada (25,989 square metres). PARQUE MOTRIL, S.L.U. - Parque Comercial Mejostilla, Cáceres (7,281 square metres). JUNCTION PARQUE CACERES, S.L.U. - Parque Comercial La Heredad, Mérida (13,653 square metres). JUNCTION PARQUE MERIDA, S.L.U. - Parque Comercial Villanueva de la Serena I, Badajoz (4,208 square metres). JUNCTION PARQUE VILLANUEVA 1, S.L.U. - Parque Comercial Villanueva de la Serena II, Badajoz (8,397 square metres). JUNCTION PARQUE VILLANUEVA 2, S.L.U. - Building in Avenida de la Industria in Alcorcón, Madrid (1,046 square metres). CASTELLANA PROPERTIES SOCIMI, S.A. - Building in Bollullos de la Mitación, Seville (5,698 square metres) CASTELLANA PROPERTIES SOCIMI, S.A. - Centro Comercial Alameda Park, Pulianas, Granada (27,256 square metres) JUNCTION PARQUE ALAMEDA, S.L.U. - Parque Comercial Pinatar Park, San Pedro del Pinatar, Murcia (10,637 square metres), JUNCTION PARQUE ALAMEDA, S.L.U.

On 31 March 2018, the Group had property assets in the amount of 308,050,000 euros (304,140,000 on 31 December 2017 and 24,488,000 euros on 31 December 2016), which guarantee debt to the value of 146,000,000 euros (11,860,000 euros at 31 December 2016).

Current and non-current financial assets

The information of the financial instruments of the assets on the Group's balance sheet in the long term, classified by categories, is:

Categories Financial instruments Total Long -term Short -term 2016 2017 2018 2016 2017 2018 2016 2017 2018

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 65

Other financial assets 334,263 2,310,152 2,328,955 - - - 334,263 2,310,152 2,328,955

Trade and other - - 545,286 242,196 - 242,196 545286 - - receivables Investments in group - - 617,127 617,127 - 617,127 617127 - - companies Total 334,263 2,310,152 2,310,152 - 1,162,413 859,323 334,263 3,169,475 3,491,368

Under “Other financial assets” a sum of 2,328,955 euros in 2018 and 2,310,152 euros in 2017 corresponded to deposits received from tenants, which are deposited with the corresponding public body.

The “Trade and other receivables” balance is presented net of impairment write-downs. The corresponding provisions are made in accordance with the risk that the possible insolvencies present with respect to the collection of the assets. In the 2017 and 2018 financial years, insolvency provisions in the amount of 44,161 euros have been made in both financial years.

All of the amounts recorded in this heading correspond to amounts due and not provisioned, which the Group expects to recover.

“Investments in Group companies and associates” covers the loan signed on 17 March 2017 with the then sole director of the group for a distribution of interim dividends charged to the profit/(loss) for the year ending on 31 December 2016 in the amount of 549,431 euros, when the accounts of the financial year were still not formulated or approved. However, the accounts closed on 31 December 2016 showed a final profit/(loss) of only 148,758 euros, of which 132,304 euros was distributed as dividends (after compensating losses from previous financial years and provisioning the legal reserve). Additionally, on 30 March 2017, an additional interim dividend distribution of the profit/(loss) for the 2017 financial year in the amount of 200,000 euros was approved, with eventual losses at the close of the 2017 financial year. Therefore, the shareholders and the Company have proceeded to regularise the additional amounts distributed during the 2016 and 2017 financial years, with the Company recording a credit claim against the shareholders for the amount distributed in excess, which amounted to 617,127 euros. The amount of the receivable was reduced by 208,860.90 euros (therefore leaving an outstanding amount of 408,265.84 euros) due to the payment by offsetting part of the interim dividend for the financial year commencing on 1 April 2018, whose distribution the Board of Directors of Castellana resolved on 21 May 2018.

Cash and cash equivalents

At 31 March 2018 and 31 December 2017, there were restrictions on the availability of a total of 748,000 euros, corresponding to the reserve account for the fulfilment of the commitments included in the syndicated loan agreement detailed below. More specifically, Castellana must maintain a balance equal to 100% of the amount it needs to service the loan in the next interest period.

b.2) Liabilities:

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 66

€ 31/12/2016 31/12/2017 31/03/2018 Var 2017 -2018 (%)

Net equity 13,961,960 169,983,426 182,843,930 8% Shareholders’ equity 13,961,960 170,284,875 183,054,339 7%

Capital 12,660,000 25,545,505 26,298,295

Premiums - 115,067,521 118,831,476

Reserves -1,578 11,056,362 31,273,655

Profits allocated to Parent Company 1,303,538 18,615,487 6,650,913

Adjustments due to changes in value - -301,449 -210,409

Non-current liabilities 11,559,470 143,281,455 139,583,837

Non-current debts 11,559,470 138,806,455 139,583,837 1%

Debts with group companies - 4,475,000 -

Current liabilities 304,474 8,475,718 6,118,630

Short-term debts - 6,297,594 4,286,169 -32%

Debts with group companies - 14,053 -

Trade payables and other accounts 304,474 2,164,072 1,832,461 -15% payable Total net equity and liabilities 25,825,904 321,740,599 328,546,398

Shareholders’ equity

The company was incorporated on 19 May 2015 with share capital amounting to 60,000 euros, represented by 60,000 shares, each with a par value of 1 euros, all of the same class, fully subscribed and paid up. On subsequent dates, the par value was reduced (without this entailing a reduction of the share capital) to 0.01 euros/share and subsequently the par value was increased (without this entailing an increase of the share capital) to 5 euros/share. Consequently, the number of shares went from 60,000 to 12,000.

On 30 May 2016, a share capital increase, consisting in the issue of 2,520,000 shares, each with a par value of 5 euros, all of the same class, fully subscribed and paid up, took place.

On 31 December 2016, the share capital amounted to 12,660,000 euros, represented by 2,532,000 shares, each with a par value of 5 euros, all of the same class, fully subscribed and paid up, granting the same rights to their holders.

On 28 June 2017, a capital reduction of 10,128,000 euros took place, establishing a restricted reserve for the same amount. The capital reduction took place by means of the reduction of

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 67

the par value of each of the shares into which the share capital is divided, set at 5 euros, by 4 euros, giving a par value per share after the passing of the reduction resolution of one euro per share, leaving the share capital set at 2,532,000 euros.

On that same date, 28 June 2017, the capital was increased by 17,180,172 euros by means of the issuance of 17,180,172 new shares, each with a par value of one euro. The new shares are issued with an overall share premium of 85,900,854 euros. The capital increase, as well as the issue premium, have been fully subscribed and paid up by the shareholder of the Company, Vukile Property Fund Limited.

On 4 December 2017, the capital was increased by 5,833,333 euros by means of the issuance of 5,833,333 new shares, each with a par value of one euro. The new shares are issued with an overall share premium of 29,166,667 euros. The capital increase, as well as the issue premium, have been fully subscribed and paid up by the shareholder, Vukile Property Fund Limited.

On 31 December 2017, the share capital amounted to 25,545,505 euros, represented by 25,545,505 shares, each with a par value of 1 euro, all of the same class, fully subscribed and paid up, granting the same rights to their holders.

On 8 March 2018, the General Shareholders’ Meeting approved a capital expansion offset by a loan from its parent company Vukile Property Fund Limited, signed on 28 November 2017. It resolved to increase the capital by 752,790 euros by issuing 752,790 new nominative shares with a nominal value of one euro each. This expansion was conducted with a total share premium of 3,763,955 euros (see Note 18).

After this operation, on 31 March 2018, the share capital amounted to 26,298,295 euros, represented by 26,298,295 shares, each with a par value of 1 euro, all of the same class, fully subscribed and paid up, granting the same rights to their holders.

On 31 March 2018 and 31 December 2017, the detail of the Companies that have a holding greater than 10% in the share capital of the parent company is as follows:

Company 31/12/2016 31/12/2017 31/03/2018

Vukile Properties Limited 86.89% 98.70% 98.74%

Long-term debts:

Payables to credit institutions:

On 5 December 2017, the Company, which does not act as borrower but as guarantor, along with all the investees thereof, formalised a syndicated loan with the entities CaixaBank, Banco Popular and Banco Santander for a sum of 146 million euros, with the latter acting as agent, by means of which the previous credit facility existing in the Group at that moment

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 68

has been settled and the purchase of the properties acquired by Junction Parque Alameda is financed. The loan has the mortgage security of the Group’s properties and the pledge by the Company of its shares in the subsidiaries. Additionally, the borrower companies must annually fulfil a series of covenants calculated on the aggregated financial statements thereof, which are Junction Parque Mérida, S.L.U, Junction Parque Villanueva I, S.L.U., Junction Parque Villanueva II , S.L.U, Junction Parque Motril, S.L.U., Junction Parque Huelva, S.L.U., Junction Parque Granada, S.L.U, Junction Parque Caceres, S.L.U., Junction Parque Principado, S.L.U., Junction Parque Castellon, S.L.U., Randolph Spain, S.L.U., Roxbury Spain, S.L.U. and Junction Parque Alameda, S.L.U. These covenants are:

- Debt Service Coverage Ratio, “DSCR”: quotient between (i) Generated Cash Flow and (ii) the Debt Service, corresponding to the relevant calculation period in accordance with that envisaged in the Agreement.

Ratio Compliance condition RCSD Ratio Over 1.15%

- LTV Ratio: at any given time, the quotient between the Outstanding Principal of the Facility and the Total Value of the Properties.

LTV Ratio Year Compliance condition 2018 No higher than 60 %

2019 No higher than 58 %

2020 No higher than 56 %

2021 No higher than 54 %

2022 No higher than 52 %

2023 No higher than 50 %

- Overall LTV Ratio: at any given time, the quotient between the Financial Borrowings of the Group and the Overall Portfolio Value.

Ratio Compliance condition Overall LTV Ratio No higher than 65 %

The first date on which the covenants had to be fulfilled was 31 March 2018 and they were effectively fulfilled on 31 March 2018. More specifically, on 31 March 2018 the LTV ratio was 52.01%.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 69

The aforementioned loan has a maturity of 6 years with repayment in three instalments, 2021, 2022 and 2023. The interest rate is referenced to the Euribor plus a differential of 1.8% and with the rate applicable for 2017 being 1.429350%.

The payables to credit institutions balance is netted with the financial costs for formalising the loan; at 31 December 2017, formalisation costs pending repayment in the amount of 5,845,382 euros remain, repayable during the entire lifetime of the loan.

The securities structure is as follows:

- Security payable on first demand granted by the Company in relation to the credit facility agreements and securities payable on first demand granted by the borrowers in relation to the hedge agreements. - First-ranking limited mortgage on each of the properties. - First-ranking pledges on all of the company shares comprising the share capital of each of the borrowers. - First-ranking pledges on the credit claims derived from the project documents. - First-ranking pledges on the credit claims represented by the balance existing at any given time in favour of the borrowers and the Company in each of the accounts. - First-ranking pledges on the credit claims derived from the hedge agreements. - First-ranking pledge commitments on the credit claims derived from the project documents to be executed in the future.

The creditors may exercise any of the securities in the order they consider appropriate.

The creditors agreed that the amounts received by any of them as a consequence of the enforcement of the securities will be applied pro rata to the payment of each of the credit facility agreements in proportion to the amount of their enforceable unpaid debt.

On the formulation date of these annual financial statements, the Group has complied with all the conditions derived from the aforementioned agreement.

The detail of the annual maturities of the debt at 31 March 2018 was the following:

€ 1 year between 1 and 5 Over 5 years Total years Interest -bearing loans and borrowings 143,876 138,936,189 - 139,080,065 Other financial liabilities 4,142,295 - - 4,142,295 Trade and other accounts payable 1,369,279 - - 1,369,279 Derivatives - 210,409 - 210,409

The detail of the annual maturities of the debt at 31 December 2017 was the following:

€ 1 year between 1 and 5 Over 5 years Total years Interest -bearing loans and borrowings 2,086,851 73,462,767 64,605,000 140,154,618 Payables to group companies and associates 14,053 4,475,000 - 4,489,053

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 70

Other financial liabilities 4,210,742 - - 4,210,742 Trade and other accounts payable 1,931,119 - - 1,931,119 Derivatives - 13,654 287,796 301,450

The detail of the annual maturities of the debt at 31 December 2016 was the following:

€ 1 year between 1 and 5 Over 5 years Total years Interest -bearing loans and borrowings - 999,953 10,559,517 11,559,470 Payables to group companies and associates - -- - OtherT financial liabilities - -- - Trade and other accounts payable 304,474 - - 304,474 h e “Other financial liabilities” covers bonds and deposits received by the tenants of each leased property are recorded. The bonds are in turn deposited at the corresponding Public Body of the corresponding Community.

Within the “Derivatives” heading, the derivative financial instruments to cover the risks to which the Group's activities are exposed are recorded. In the framework of the operations, the Group has contracted certain financial interest rate hedging instruments in accordance with the following details:

2018 financial year details:

Nominal value Fair value Item Classification Company Agreed interest rate Maturity at 31.12.17 /Liabilities IRS Cash flow hedge Banco Santander 17,618,685 0.0350% 30/06/2021 -22,763 IRS Cash flow hedge Caixabank 22,800,000 0.0350% 30/06/2021 -29,456 IRS Cash flow hedge Banco Popular 3,381,316 0.0350% 30/06/2021 -4,369 IRS Cash flow hedge Banco Santander 15,122,701 0.160% 30/06/2022 3,563 IRS Cash flow hedge Caixabank 19,570,000 0.160% 30/06/2022 4,611 IRS Cash flow hedge Banco Popular 2,902,296 0.160% 30/06/2022 683 IRS Cash flow hedge Banco Santander 25,987,560 0.4270% to 0.4470% 05/12/2023 -94,252 IRS Cash flow hedge Caixabank 33,630,000 0.4270% to 0.4230% 05/12/2023 -78,494 IRS Cash flow hedge Banco Popular 4,987,441 0.3430% 05/12/2023 10,069

146,000,000 -210,408

2017 financial year details:

Nominal value Fair value Item Classification Company Agreed interest rate Maturity at 31.12.17 /Liabilities IRS Cash flow hedge Banco Santander 17,618,685 0.0350% 30/06/2021 -8,965 IRS Cash flow hedge Caixabank 22,800,000 0.0350% 30/06/2021 -11,601 IRS Cash flow hedge Banco Popular 3,381,316 0.0350% 30/06/2021 -1,721 IRS Cash flow hedge Banco Santander 15,122,701 0.160% 30/06/2022 3,473 IRS Cash flow hedge Caixabank 19,570,000 0.160% 30/06/2022 4,494 IRS Cash flow hedge Banco Popular 2,902,296 0.160% 30/06/2022 666 IRS Cash flow hedge Banco Santander 25,987,560 0.4270% to 0.4470% 05/12/2023 -145,832 IRS Cash flow hedge Caixabank 33,630,000 0.4270% to 0.4230% 05/12/2023 -143,355 IRS Cash flow hedge Banco Popular 4,987,441 0.3430% 05/12/2023 1,392

146,000,000 -301,449

According to the assessment and evaluation of the auditor, all of the derivatives are hedged effectively.

At 31 December 2016, the Group had no derivatives contracted.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 71

2.12.2. Should the audit reports contain any unfavourable opinions or opinions with disclaimers or rejections, then they will report the reasons why, the corrective actions to be taken, and the time frame.

The abridged individual and consolidated annual accounts for the three-month period between 1 January 2018 and 31 March 2018 (see Appendix III and II of this Information Memorandum) were audited by Grant Thornton, who issued the corresponding audit report on 5 July 2018, in which it did not express any unfavourable opinions or opinions with disclaimers or rejections.

The Company’s abridged individual and consolidated annual accounts for 2017 (see Appendix V and IV of this Information Memorandum) were audited by Grant Thornton, who issued the corresponding audit report on 30 May 2018, in which it did not express any unfavourable opinions or opinions with disclaimers or rejections.

The Company’s abridged individual annual accounts for 2016 (see Appendix VI of this Information Memorandum) were audited by Grant Thornton, who issued the corresponding audit report on 20 June 2017, in which it did not express any adverse opinions, disclaimers of opinion, qualifications or limitations on the scope. The aforementioned audit report includes an emphasis paragraph calling attention to the fact that the Company’s turnover was obtained through a single lessee. The auditor states that this issue does not change its opinion.

2.12.3. Description of the dividend policy

The Issuer is obliged to comply with the new dividend policy agreed in its Articles of Association drawn up in accordance with the requirements of SOCIMIs.

In relation to the foregoing, articles 35 and 36 of the Articles of Association establish the following:

“Article 35. Distribution of income and allocation of loss

1. The General Shareholders' Meeting will decide the allocation of profits/losses for the relevant financial year in accordance with the approved balance sheet.

2. Dividends may only be paid out after the allocations specified by law or in the By- laws have been made, charging them to the year’s profits or allocating the corresponding reserves, provided the net accounting value of the Company’s equity is not (or would not be due to the dividend distribution) less than its share capital. The minimum amount to pay out will be defined in accordance with Article 6 of the SOCIMIs Act.

3. If the General Shareholders' Meeting resolves to pay out dividends, it will determine the time and method for paying them pursuant to these By-laws, in the Law of SOCIMIs and, where applicable, the applicable regulations of the Alternative Stock

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 72

Market. The determination of the foregoing and any others that may be necessary or appropriate for the resolution to be effective may be delegated in the Board of Directors.

4. The General Shareholders Meeting or the Board may resolve to distribute interim dividends, with the limitations set out in law and duly complying with the applicable regulations.

5. The General Shareholders Meeting may decide that the dividends should be paid out completely or partially in kind, as long as the assets or securities that will be paid out are of the same nature and provided that they are listed on an official market when the resolution is passed or that the Company duly guarantees that they could be made liquid within a maximum of one year, and with the condition that they must not be distributed for a price below than the one that appears in the Company's balance sheet.

6. Dividends will be distributed among shareholders in proportion to the share capital they have paid up.

“Article 36. Rules for paying out dividends

1. Indemnification . In cases where the distribution of a dividend triggers the obligation of the Company to pay the special levy envisaged in article 9.2 of the SOCIMIs Act, or any law that may replace it, the Board of Directors of the Company may require the shareholders who have triggered such levy to indemnify the Company.

The amount of the indemnification will be equal to the corporate income tax expense that arises for the Company from paying the dividend that serves as the basis for calculating the special levy, plus the amount which, after deducting the corporate income tax that is levied on the total amount of the indemnification, manages to offset the expense arising from the special levy and from the relevant indemnification.

The amount of the indemnification will be calculated by the Board of Directors, although such calculation may be delegated to one or more directors. Unless resolved otherwise by the Board of Directors, the indemnification will be claimable on the day before the dividend is paid.

For illustration purposes, a sample calculation is below regarding the indemnification in two different cases, in order to show how the effect of the indemnification on the Company’s income statement is nil in both cases:

(a) Assuming a gross dividend of 100 and a special corporate income tax levy of 19% and a corporate income tax rate 0% for the income

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 73

obtained by the Company, the indemnification would be calculated as follows:

Dividend: 100 Special levy: 100 x 19% = 19 CIT expense due to special levy (“GISge”): 19 Indemnification (“I”): 19 Corporate income tax base for the indemnification (“BIi”): 19 CIT expense associated with the indemnification (“GISi”): 0 Effect on the Company: I – GISge – GISi = 19 – 19 – 0 = 0

(b) Assuming a gross dividend of 100 and special corporate income tax levy of 19% and a corporate income tax rate of 10% for income obtained by the Company, the indemnification, rounded to the nearest cent, would be calculated as follows:

Dividend: 100 Special levy: 100 x 19% = 19 CIT expense due to special levy (“GISge”): 19 Indemnification (“I”): 19+ [19 x 0.1/(1-0.1)]=21.1119 Corporate income tax base for the indemnification (“BIi”): 21.11 CIT expense associated with the indemnification (“GISi”): 21.11 x 10% = 2.11 Effect on the Company: I – GISge – GISi = 21.11 – 19 – 2.11 = 0

2. Right to compensation : The indemnification will be offset against the dividend to be received by the shareholder who has triggered the obligation to pay the special levy.

3. Right to withholding due to breaches of the ancillary obligation . In cases where the dividend is paid before the periods granted for fulfilment of the ancillary obligations, the Company may withhold from those shareholders or holders of economic rights over the shares of the Company who have yet to provide the information and documentation required under article 8.1 above, an amount equal to the amount of the indemnification that must, if applicable, be paid. Once the ancillary obligation has been fulfilled, the Company will return the amounts withheld from any shareholder who is not obliged to indemnify the Company.

In addition, if the ancillary obligation is not fulfilled within the stipulated periods, the Company may also withhold the payment of the dividend and offset the withheld amount against the amount of the indemnification, paying the shareholder any positive difference.

4. Other rules . In cases where the total amount of the indemnification may be detrimental to the Company, the Board of Directors may seek an amount that is

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 74

lower than the amount calculated pursuant to the provisions of section 3 of this article.

The following dividend payments were made:

Effective as of 21 May 2018, Castellana’s Board of Directors resolved to pay out 10,948,954.21 euros on account, i.e., 0.32766623 euros per share (i) via bank transfer for a total sum of 10,460,734.33 euros; and (ii) for a sum of 208,860.90 euros to partially offset a credit right that the shareholders owed Castellana from the 2016 and 2017 dividends that were paid out in excess of the final profits from those years, as explained in point 2.12.1 of this Informational Document.

On 7 June 2018, after resolving to apply the 1,333,233 euros in losses from the financial year closed 31 December 2017 to the losses account and to offset the losses from the freely available reserves, Castellana’s Universal General Meeting resolved to approve payment of 1,201,442.30 euros in dividends from the financial year ended 31 March 2018, i.e., 0.03595522 euros per share (i) via bank transfer for a total sum 806,376.64 euros; and (ii) for a sum of 364,411.26 euros to partially offset a credit right that the shareholders owed Castellana from the 2016 and 2017 dividends that were paid out in excess of the final profits from those years, thereby fully cancelling this credit in the case of the majority shareholder, and partially cancelling it for the other two shareholders.

2.12.4. Information on litigation that may have a significant effect on the Issuer

As of the date of preparing this Information Memorandum, there is no ongoing litigation that could have a significant effect on the Company.

2.13. Information on significant trends in terms of Issuer’s production, sales and costs from the close of the last financial year to the date of the Information Memorandum

As mentioned in section 2.12.1 of this Informational Document, the Group has changed the closing date of its accounting years to 31 March. For this reason, the consolidated financial information of the period of three months between 1 January 2018 and 31 March 2018 has been included in section 2.12.1 “Financial information corresponding to the last three financial years”.

On 9 May 2018, Aareal Bank AG granted Junction Parque Habaneras, S.L.U. (" Prestaria ") a loan of 42,330,000 euros (the " Financing "). The Financing was issued for partial payment of the purchase price of a shopping centre located at Avenida Rosa Mazón Valero, s/n, Torrevieja, Alicante (Spain) (the " Property "). The remaining 80,626,864 euros of the price was paid by a contribution to the Borrower (Castellana Properties SOCIMI, S.A.) from the sole shareholder from Account 118, Shareholder contributions.

The Financing was formalized on that date under a public mortgage deed executed before Madrid notary public Antonio Morenés Gilés under number 1,138 of his protocol, and the purchase and

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 75

sale was formalised in a public deed executed on the same date before the same notary public, under number 1,137 of his protocol.

The financing is secured with the following collateral, inter alias .

i. A first-rank mortgage over the Property (pending the corresponding registration in the Land Registry; ii. A pledge over the credit rights from various contracts related to the Financing; iii. A pledge over the credit rights derived from bank accounts; and iv. A pledge over shares issued by Castellana Properties SOCIMI, S.A.

The loan matures in seven years with bullet amortisation. The agreed interest rate is a fixed 1.92% over the first five years and a variable interest rate of the three-month Euribor plus a differential of 1.55%.

With regard to the changes in revenue and expenditures during the current financial year, the Company confirms that they are in line with the projected forecasts.

2.14. Main investments of the Issuer in each of the last years covered by the financial information furnished (see points 2.12 and 2.13) for the current year, and main future investments already committed to as of the date of the Memorandum. In the event that there is an offer to subscribe shares prior to the listing, a description of the purpose of the offer and the use to be made of the funds obtained 2.14.1. Main investments of the issuer in the financial years between 1 January 2016 and 31 March 2018 and the year in progress

The 2016 financial year:

The investments made at 31 December 2016 in the total amount of 23,934 thousand euros correspond to:

- Acquisition, on 30 May 2016, of a building situated in Alcobendas (Madrid), in Avenida de la Industria, for 18.1 million euros (including acquisition costs). The building has a total built surface area of 16,055 square metres and a gross leasable surface area of 11,046 square metres.

- Additionally, on that date, 30 May 2016, the Company acquired a building situated in Bollullos de la Mitación (Seville) for the amount of 5.8 million euros (including acquisition costs). The building has a total built surface area of 10,870 square metres and a gross leasable surface area of 5,698 square metres.

The 2017 financial year:

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 76

The investments made at 31 December 2017 in the total amount of 265.6 million euros correspond to:

- Acquisition, on 29 June 2017, for a total amount of 197.7 million euros of eleven Spanish limited companies (Junction Villanueva 1, S.L.U., Junction Villanueva Fase 2, S.L.U., Junction Parque Mérida, S.L.U., Junction Parque Motril, S.L.U., Junction Parque Cáceres, S.L.U., Junction Parque Granada, S.L.U., Junction Parque Huelva, S.L.U., Junction Parque Castellón, S.L.U., Junction Parque Principado, S.L.U., Roxbury Spain, S.L.U. and Randolph Spain, S.L.U.) that ten properties with a total of 117,570 leasable square metres. The seller was Redevco Iberian Ventures, a joint venture formed by the property company Redevco and the American fund Ares Management.

- Acquisition, on 5 December 2017, for a total amount of 67.9 million euros (including acquisition costs), of two new retail parks in Granada and Murcia, through its subsidiary Junction Parque Alameda, S.L.U.

In the 2018 financial year in course up to the date of this Informational Document:

The investments made during the financial year in course for a total amount of 82.2 million euros (including the acquisition costs) correspond to:

- Acquisition, on 9 May 2018, of the “Habaneras” shopping centre situated in Torrevieja (Alicante), at Av. Rosa Mazón Valero, s/n. The seller was HEREF HABANERAS SOCIMI, S.A.

- Investment of 0.9 million euros in property remodelling and improvement work, mainly on the Kinepolis retail park.

2.14.2. Main future investments already committed to the date of the Information Memorandum. In the event that there is an offer to subscribe shares prior to the listing, a description of the purpose of the offer and the use to be made of the funds that will be obtained

On the date of this Informational Document, the Group has committed investments in the amount of 2 million euros, of which 1.8 million euros will be allocated to performing improvement and fitting out works of the Kinepolis retail park (demolition work, internal works, façade, car park, external areas, electricity system, fire-suppression system, air conditioning system, signage and a children's park, inter alia ).

Pursuant to the Group’s investment policy (see section 2.6.4 of this Informational Document), the investments already committed will be financed with available funds and additional financial leverage.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 77

2.15. Information on related-party transactions

2.15.1. Information on significant related-party transactions in accordance with the definition contained in Order EHA / 3050/2004, of 15 September, carried out during the current year and the two years prior to the date of the Information Memorandum on Listing.

Pursuant to article two of Order EHA/3050/2004 of 15 September, a party is considered related to another when one of them, or a group acting together, exercises or has the possibility of directly or indirectly exercising, either by virtue of covenants or agreements between shareholders, the control over another or a significant influence in the making of financial and operational decisions of the other.

As established in article three of the aforementioned Order EHA/3050/2004, related-party transactions are considered to be:

“(…)

any transfer of resources, services or obligations between related parties regardless of whether there is consideration or not. In any case, the following types of related-party transactions must be reported: Purchases or sales of goods, finished or not; purchases or sales of fixed assets, be they material, intangible or financial; provision or receipt of services; collaboration agreements; finance lease agreements; research and development transfers; agreements on licences; credit facility agreements, including loans and capital contributions, be they in cash or in kind; interest paid or charged; or those accrued but not paid or received; dividends and other distributed profits; securities and guarantees; management agreements’ remuneration and compensation; contributions to pension plans and life-insurance policies; provisions to be offset with own financial instruments (option rights plans, convertible bonds, etc.); call or put options commitments or other instruments that may entail a transfer of resources or obligations between the company and the related party;

(…) ”.

A significant transaction is considered to mean all those whose amount exceeds 1% of the revenue or equity of the Group.

€ 31/12/2016 31/12/2017 31/03/201 8 Net revenues 1,038,936 9,311,245 5,154,578 Shareholders’ equity 13,961,960 170,284,875 183,054,339

1% revenues 10,389 93,112 51,546 1% of equity 139,620 1,702,849 1,830,543

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 78

The details of balances with related parties at 31 March 2018, 31 December 2017, and 31 December 2016 is as follows:

(i) Transactions executed with significant shareholders

€ 31/12/2016 31/12/2017 31/03/2018 Investments in group companies - 617,127 617,127

The Company has balances with shareholders that are recorded under the “investments in group companies” heading, consisting of the excess dividends paid out from the 2016 profits (417,127 euros) and its 2017 profits (200,000 euros).

The list of balances with shareholders is as follows:

Shareholder Amount Adam Lee Morze 77,994

DREAM 2,925

Vukile Property Fund 536,208

Total 617,127

(ii) Transactions executed with directors and executives

The sum accrued by the members of the Board of Directors in the three-month financial year ended 31 March 2108 for acting as board members was 10,971 euros (24,000 euros in 2017 and not including sums accrued in 2016).

The amount paid to senior management in the three-month financial year ended 31 March 2018 was 75,938 euros and 138,484 euros in 2017, for wages and salaries (not including sums accrued in 2016), with key positions in management defined as senior managers, i.e., the following individuals: (i) Alfonso Brunet; (ii) Rubén Pérez Maillo; and (iii) Adam Lee Morze.

(iii) Transactions executed between persons, companies or entities of the Group

€ 31/12/2016 31/12/2017 31/03/2018 Non -current payables to group companies - -4,475,000 -

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 79

Current payables to group companies - -14,053 -

On 28 November 2017, the Company formalised a loan with its majority shareholder Vukile Property Fund Limited for 4,475,000 euros, with maturity date in the 2019 financial year and that accrued annual interest of 3.5%, which was provided as reference value of the capital increase subscribed by the shareholders on 8 March 2018, thus paying off the loan.

The non-current payables to group accrued in 2017 companies correspond to the interest accrued and pending payment corresponding to the loan with its majority shareholder Vukile Property Fund Limited.

It should be noted that the aforementioned transactions were conducted in market conditions.

2.16. Forecasts or numerical estimations on future income and costs

Pursuant to Circular 9/2017 of the MAB, in relation to the requirements of incorporation in the MAB, it is indicated that the companies that, upon the listing of their shares for trading, do not have 24 consecutive audited months of activity must present forecasts relating to the financial year in course and to the following, in which at lease the numerical information, in a format comparable to that of the regular information, on revenue or sales, costs, general expenses, financial expenses, amortization and depreciation and profit before taxes is included.

Therefore, and complying with that stipulated in the aforementioned circular, it is considered appropriate to provide the following consolidated forecasts under the IFRS regulations for the 2019 and 2020 financial years.

The income statement for the period between 1 April 2018 and 31 March 2020 is shown below:

€ mar-2019 E mar-2020 E Net revenues 27,072,721 28,566.781

Labour costs -1,258,393 -1,389,744

Other operating expenses -6,265,277 -5,493.978

Chg. in fair value of RE Investments - -

Profit from operations 19,549,051 21,68 3,059

Finance income - -

Finance expenses -5,188,394 -5,319,165

Net finance expense -5,188,394 -5,319,165

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 80

Profit before tax 14,360,657 16,362, 894

Income tax

Profit for the period 14,360,657 16,36 3,894

Main hypotheses envisaged:

- The acquisition of property assets during the projected period is not considered. - The projected occupancy ratio remains constant and equal to the occupancy ratio at the close of the 2018 financial year. - The finance lease agreements currently cover the projected period. - The staff costs are increased in accordance with the CPI. - The other operating expenses of the 2019 financial year include non-recurrent expenses associated with the process of listing Castellana on the stock market, and with the process of acquiring the Habaneras shopping centre. - Variations in the market value of the property assets have not been considered.

2.16.1. That have been prepared using criteria comparable to those used for historical financial information

The forecasts presented have been prepared following, as far as applicable, the principles and standards recorded in the general accounting plan in force and are comparable in terms of accounting criteria with the historical financial information of the Company corresponding to the financial statements of the financial year ending 31 March 2018, which have been subject to audit presented in section 2.12 of this Informational Document, as they have been prepared in accordance with the same accounting principles and criteria applied by the Group.

2.16.2. Assumptions and main factors that could substantially affect compliance with forecasts or estimates

The main assumptions and the factors that could substantially affect the fulfilment of the forecasts are detailed in section 2.23 of this Informational Document; these notably include the following:

Geographic concentration of the product and market.
Risks derived from a possible variation in the demand for the properties and the consequent reduction in the rental prices.
Risk of reduction of the market value of the property assets.
Level of occupancy
Risks due to regulatory changes

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 81

It is recommended that the investor read them carefully along with all the information presented in this Informational Document, before adopting the decision to invest, purchasing shares in the Company, as these factors could adversely affect the business, the profit/(loss), the prospects or the financial, economic or equity situation of the Company and, in the last instance, its valuation. It must also be taken into account that the shares in the Company have not previously been subject to trading in any securities market and, therefore, there are no guarantees with respect to the contract volume that the shares will reach, or with respect to their effective liquidity. 2.16.3. Approval by the Board of Directors of these forecasts or estimates, with detailed indication, if applicable, of the votes against

The forecasts contained in this Informational Document have been unanimously approved by the Company's Board of Directors on 17 July 2018.

Additionally, the Company’s Board of Directors does not secure the possible deviations that could arise in the different factors outside of its control that influence the future profit/(loss) of the Company or, therefore, the fulfilment of the prospects included in section 2.16 above.

In line with Annex of Circular 9/2017 of the MAB, the Company acquires the commitment to inform the market as soon as it is advised that is probable that the revenue and costs will significantly differ from those forecasts or estimates. In any case, a variation, upwards or downwards, equal to or greater than 10 percent on the overall figure will be considered as such. The foregoing notwithstanding, variations lower than that 10 percent could be significant in the judgment of the Company.

2.17. Information concerning the directors and executives of the Issuer

2.17.1. Characteristics of the governing body (structure, composition, term of office of directors), that are required for boards of directors

Articles 24 to 31 of the Articles of Association regulate the governing body of the Company. Their key features are:

a) Structure of the governing body

Since May 28, 2017, the administration of the Company has been entrusted to a Board of Directors comprising four members. Prior to that date, it was managed by a single administrator

b) Term of office

Pursuant to article 25 of the Articles of Association, directors will hold their positions for four (4) years, at the end of which they may be re-elected one or more times for equal terms. This is without prejudice to their removal from office at any time through a resolution of the General Meeting.

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c) Composition

Pursuant to the provisions set out in article 24 of the Articles of Association, the Board of Directors will comprise a minimum of three (3) and a maximum of fifteen (15) members. In accordance with the provisions laid down in article 25 of the Articles of Association, the position of director does not have to be held by a shareholder.

Directors can be both individuals and legal entities, although in the latter case the individual designated as its representative for the permanent exercise of the duties inherent to the position must be determined.

The Company’s Board of Directors currently comprises the following members:

Name Position Date of appointment Nature

Laurence Gary Rapp Chairman of the board 28 June 2017 as Dominial non-executive Member and 17 July 2018 as Chair Alfonso Brunet Board member and CEO 08 March 2018 Dominial executive Adam Lee Morze Board Member 28 June 2017 Dominial non-executive Jorge Morán Board Member 7 June 2018 as Independent non- Member and 17 July executive 2018 as Deputy Chair Michael John Potts Board Member 28 June 2017 Dominial non-executive Nigel George Payne Board Member [*] July 2018 Dominial non-executive Rubén Pérez Board Member 08 March 2018 Dominial executive Guillermo Massó Board Member 07 June 2018 Independent non- executive Javier Hernández Galante Secretary non-director 08 March 2018 Non-director Celia Gil Deputy secretary non-director 08 March 2018 Non-director Tannia Rodríguez Deputy secretary non-director 08 March 2018 Non-director

(d) Committees

Pursuant to articles 31 et seq. of the Articles of Association and in articles 39 et seq. of the Board of Directors Regulations, the following committees have been created within the Board of Directors:

(i) an Audit and Control Committee comprises a minimum of three (3) and a maximum of five (5) members appointed by the Board of Directors.

The Audit and Control Committee will be exclusively comprised non-executive directors appointed by the Board of Directors, two of which, at least, must be independent directors and one of whom will be appointed taking into account their knowledge and experience in accounting, auditing or both.

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As a whole, the members of the Audit and Control Committee will have the pertinent technical knowledge in relation to the Company’s sector of activity.

The chairman of the Audit Committee will be appointed among the independent directors that form part of it and must be replaced every four years; they may be re-elected one year after they cease to perform the role.

Without prejudice to any other tasks that may be assigned to it at any given time by the Board of Directors, the Audit and Control Committee will exercise the following basic functions:

(a) inform the General Shareholders’ Meeting on the matters raised in it by the shareholders in the area of its competence;

(b) propose to the Board, for its submission to the General Shareholders’ Meeting, the appointment of the external accounts auditors, as well as their contracting conditions, the scope of their professional mandate and, in any case, their dismissal or non-renewal;

(c) oversee the independence and efficacy of the internal audit function, checking the adequacy and integrity thereof, serving as support to the Audit Committee in its work of oversight of the internal control system.

(d) propose the selection, appointment and replacement of the head of the internal audit service; propose the budget of that service; receive regular information on its activities and verify that the members of the management team take into account the conclusions and recommendations of its reports;

(e) serve as a communication channel between the Board and the auditors, assess the results of each audit and oversee the responses of the management team on the adjustments proposed by the external auditor and mediate in cases of discrepancies between them and it in relation to the applicable principles and criteria in the preparation of the financial statements, as well as examining the circumstances that, as applicable, have led to the resignation of the auditor;

(f) oversee the preparation process and the integrity of the financial information relating to the Company and its group, reviewing the fulfilment of the regulatory requirements, the adequate demarcation of the consolidation perimeter and the correct application of the accounting criteria.

(g) oversee the fulfilment of the audit agreement, ensuring that the opinion on the financial statements and the main content of the audit report are drafted clearly and accurately;

(h) appoint and oversee the services of the external appraisers in relation to the valuation of the Company's assets.

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(i) review the financial statements of the Company and the regular financial information that, pursuant to the regulations in force, the Company must provide the markets and their supervisory body, overseeing their preparation process and their integrity, informing the Board of Directors in this regard prior to their approval, as well as overseeing the fulfilment of the legal requirements in this area and the correct application of the generally accepted accounting principles and informing the proposals for amendment of the accounting principles and criteria suggested by management.

In particular, review, analyse and discuss on the financial statements and other relevant financial information with senior management and the internal and external auditors to confirm that the information is reliable, comprehensible, relevant and that accounting criteria consistent with the previous annual closure have been followed.

The make-up of the Audit and Control Committee is as follows:

Name Position Date of appointment Nature Guillermo Massó Chairman 07 June 2018 Independent non-executive Nigel George Payne Member 17 July 2018 Dominial non-executive Jorge Morán Member 07 June 2018 Independent non-executive Michael John Potts Member 07 June 2018 Dominial non-executive

(ii) An Appointments and Remuneration Committee, internal information and consulting body without executive functions but with reporting, advisory and proposal powers within its corresponding area of action, comprised a minimum of three (3) and a maximum of five (5) members, appointed by the Board of Directors.

The Appointments and Remuneration Committee will be exclusively comprised non-executive directors appointed by the Board of Directors, at least one of whom must be an independent director. The chairman of the Committee will be appointed among the independent directors that form part of it.

At least one of the members of the Appointments and Remuneration Committee will have knowledge and experience in the area of remuneration policy.

The competences of the Appointments and Remuneration Committee will include at least the following:

(a) assess the competences, knowledge and experience that the Board members must have and the time commitment required so that they can correctly perform the role;

(b) escalate to the Board the appointment, re-election or dismissal proposals in relation to independent directors so that it may proceed to appoint them (co-optation) or accept them for submission to the decision of the General Shareholders' Meeting, and inform on the appointments, re-elections or dismissals of the other directors;

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(c) inform the appointment of the chairman, vice-chairmen, secretary and vice-secretary or vice-secretaries of the Board of Directors;

(d) inform the Board on gender diversity issues;

(e) consider the suggestions made by the chairman, the Board members, executives or shareholders of the Company;

(f) propose to the Board (i) the system and amount of the annual remuneration of the directors, (ii) the individual remuneration of the executive directors and the other conditions and their agreements and (iii) the remuneration policy of the members of the management team;

(g) regularly analyse, formulate and review the remuneration programmes, weighing their adequacy and their performances, proposing their amendment or updating;

(h) oversee the observance of the remuneration policy established by the Company;

(i) assist the director in the preparation of the report on the directors’ remuneration policy and escalate to the Board any other reports on remuneration envisaged in these Regulations; and

(j) any others that are attributed to it by virtue of the Board of Directors Regulations and the law and other regulations applicable to the Company.

The make-up of the Appointments and Remuneration Committee is as follows:

Name Position Date of appointment Nature

Laurence Gary Rapp Chairman 07 June 2017 Dominial non-executive Jorge Morán Member 07 June 2017 Independent non-executive Nigel George Payne Member 07 June 2017 Dominial non-executive

2.17.2. Professional background and profile of the directors and where, if the primary or main executives do not have the status of director, of the main executive(s). In the event that any of them has been accused, prosecuted, convicted or punished administratively for violation of banking, stock market or insurance regulations, brief clarifications and explanations deemed appropriate will be included

Mr. Laurence Gary Rapp

Mr. Laurence Rapp, chairman of the Company’s Board of Directors holds a Honours degree in Commerce and completed Wharton’s Executive Development Programme in the USA. He has vast experience in financial services, including in investment banking, private equity, retail banking, insurance and asset management. He has been CEO of Vukile Property Fund Limited since August 2011. He was also the chairman of the South African REIT Association from 2014 to 2017, and has been a non-executive board

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member of Atlantic Leaf Properties Limited since 2015. Laurence Gary Rapp joined the Castellana Group on 13 July 2018.

Mr. Alfonso Brunet

Alfonso Burnett, a member of the Company’s Board of Directors and its Chief Executive Officer, graduated in Business Administration from Boston University in the USA. Starting in 2006, he was the Purchasing Manager for the funds and assets management company Pradera España, and in 2015 he was made that fund’s general manager for Spain and Portugal. Before that, he spent eight years at CRBE, where his last position was director of real estate logistics and industrial agency, in charge of leasing and selling commercial properties throughout Spain, in addition to managing corporate clients. Alfonso Brunet joined the Castellana Group on 1 December 2017.

Mr. Adam Lee Morze

Mr Lee Morze, member of the Company’s Board of Directors, has a Diploma in Development and Property Management, and is an associate professional appraiser. He has more than 27 years’ extensive experience in activities related to real estate, in more than 33 countries. In the first part of his career he focused on valuations and advice on real estate acquisitions. Lee built a portfolio of private properties that included retail centres, car dealerships, industrial facilities, corporate headquarters, private hospitals, hotels and greenfield developments.

Mr. Jorge Morán

Mr. Jorge Morán, member of the Company’s Board of Directors, studied economics and business, and, in addition to his undergraduate and postgraduate education, he received an honorary doctorate in commercial sciences of the Business School of the University of Bentley, United States. He has broad professional experience in the banking and insurance sector; since 2004, he has performed several management functions at Banco Santander. Previously, he occupied different positions at Morgan Stanley, Banco NatWest and Citibank España.

Mr. Michael John Potts

Mr. Michael John Potts, member of the Company’s Board of Directors since 28 June 2018, is also the current Chief Financial Officer of Vukile. He is an expert in capital markets, corporate finance, accounting, taxes and real-estate activity. He has over 16 years’ experience in the property sector and has been the Chief Financial Officer and General Manager of Hanover Acceptances Limited, Outspan International and the Synergy Income Fund, independent advisor of Bridge Capital Group, non-executive manager of Hanover Acceptances Limited, Outspan International and Synergy Income Fund. Mr. Michael John Potts is chartered accountant and a graduate in Accounting

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Sciences from the University of Witwatersrand, with an advanced diploma in Tax Law from the same university. Michael John Potts joined the Castellana Group on 28 June 2017.

Mr. Nigel George Payne

Mr. Nigel George Payne has been a director of Vukile since 20 March 2012. Previously, among other posts, he was a partner at KPMG. He is an expert in accounting and auditing, as well as in general management. He is currently a director of Bidvest Group Limited, SE Limited, BSi Steel Group Limited and chairman of Mr. Price Group Limited. Mr. Nigel George Payne is an accounting graduate from the University of Rhodes, with a master’s in Business Leadership from the University of South Africa and a diploma in accounting. Nigel George Payne joined the Castellana Group on 13 July 2018.

Mr. Rubén Pérez

Rubén Pérez, member of the Company’s Board of Directors and its Chief Financial Officer, holds a degree in Business Administration from the Complutense University of Madrid. Since 2008 he has been responsible for Finance, Accounting and Taxes at the fund and asset manager Pradera España, and previously, he spent more than four years at Aguirre Newman, where his last position was Head of Accounting, Taxes and Finance at the Shopping Centre agency; he also spent two years at Alban Cooper in a similar role. Rubén Pérez joined the Castellana Group on 1 December 2017.

Mr. Guillermo Massó

He has over 34 years’ professional experience in Corporate Finance and Consulting in Spain, Europe and Latin America. He was a partner of PricewaterhouseCoopers Corporate Finance for 21 years. He has broad experience in mergers and acquisitions, financing, structuring of public/private projects, business strategy and consulting, with specialism in the property and infrastructure sectors. He was also independent advisor head of business restructuring monitoring. He is currently a director of Dentix Health Corporation and Excem Capital Partners Sociedad de Inversión Residencial Socimi. He is also a senior advisor to several companies, a member of the Executive Committee of the Spanish Council of the Urban Land Institute and trustee of the Fundación Sembrando Salud. He is an economic and business sciences graduate, chartered accounting and member of the Official Register of Accounts Auditors of Spain. Gullermo Massó joined the Castellana Group on 7 June 2018.

Mr. Javier Hernández Galante

Mr. Galante is a partner of the tax law department of Ashurst in Spain. He holds a degree in Law from the National University of Distance Education (UNED), a degree in Economics from Carlos III University of Madrid and is an expert in international taxation

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from the Complutense University of Madrid. He specialises in Spanish, international and European Union taxation. He advises national and international companies in the tax aspects of purchase and sale operations, restructuring of corporate groups, taxation of real estate transactions (BAFs and SOCIMIs) and large assets, indirect taxes and international tax planning. He spearheaded the advice given to the first SOCIMI that was admitted to trading on the MAB and the first BAF (Banking Assets Funds) registered by the CNMV, as an acknowledged expert in SOCIMIs.

Ms. Celia Gil

She has a Business Administration and Management degree from the Financial Studies College (CUNEF - Complutense University of Madrid). She is an associate of the commercial law department of Ashurst in Spain and has experience in general commercial law and M&A operations.

Ms Tannia Rodríguez

She holds a Business Administration and Law degree from Carlos III University of Madrid. She is an associate of the commercial law department of Ashurst in Spain and has experience in M&A and general commercial law.

2.17.3. Remuneration system of directors and senior executives (general description that will include information on the existence of possible remuneration systems based on share awards, on stock options or referenced to share-based payments). Existence or not of guarantee clauses or shielding directors or senior executives in cases of termination of their contracts, dismissal or a change of control

Pursuant with article 25 of the Articles of Association, the exercise of the position of director of the Company in his condition as such will be remunerated. The remuneration system will consist in a set amount, which will be determined by the General Shareholders’ Meeting and that will remain in force until its amendment is resolved. The distribution of the maximum yearly allowance amount set by the General Shareholders' Meeting (taking into account the independent directors) among the members of the Board of Directors will correspond to the Board of Directors, which must take into consideration the functions and responsibilities attributed to each director, the membership of the committees of the Board and the other objective circumstances that it considers relevant.

Additionally, the directors to whom executive or senior management functions are attributed (the general manager and the chief financial officer), whatever the nature of their legal relationship with the Company is, will be entitled to receive additional remuneration for the functions that will consist of the following items:

a. a set monetary part, aligned with the services and responsibilities assumed, up to a maximum amount of 250,000 euros per director per year;

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b. a variable monetary part, in accordance with the achievement of objectives by the Company or the director in question, up to a maximum annual amount of 50% of the fixed annual remuneration of each director;

c. a set monetary amount, in addition to the two previous ones, which is accrued due to the execution of the offer of employment and its respective agreement, conditional or not upon any condition being met, for a maximum amount of 100% of the set monetary salary envisaged as annual maximum per director;

d. other remunerations, such as pension plan contributions, payment of insurance premiums, or in-kind payments up to a maximum of 25% of the fixed monetary salary specified as the annual maximum per board member;

e. the compensation for dismissal or non-renewal, be it decided by the Company without cause, by the director in question with just cause or by mutual agreement and settlement agreement with a view to avoiding a judicial proceeding, up to a maximum amount per director equivalent to the net compensation for unfair dismissal to which an ordinary employee would be entitled based on that set forth in Royal Legislative Decree 2/015, of 23 October, approving the Spanish Workers’ Statute ( Estatuto de los Trabajadores ), as well as the corresponding compensation in case of breach of notice up to a maximum amount of three months of set and variable salary. The aforementioned remuneration must be reflected in the corresponding agreements with the directors who perform executive functions pursuant to article 249 of the Spanish Corporate Enterprises Act ( Ley de Sociedades de Capital ).

The remuneration of the directors to whom executive functions are attributed may include, in addition to the amounts determined pursuant to the foregoing sections, the participation in the long-term incentive plans consisting of the provision of shares or options thereon or monetary remunerations referenced to the value of the shares. The competence to decide whether the remuneration is complemented with the provision of shares in the Company, options thereon or monetary remuneration referenced to the value of the shares corresponds to the General Shareholders’ Meeting. The agreement must include the maximum number of shares that may be assigned to this remuneration system in each financial year, the exercise price or the calculation system for the exercise price of the options on shares, the value of the shares, or the calculation method for the monetary remuneration referenced to the shares taken as a reference, as applicable, and the term of the plan.

The Company is authorised to contract a civil liability insurance policy for its directors.

In any case, both the remuneration of the directors (in their capacity as such or for the performance of executive or senior management functions) and the distribution of the

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remuneration among the members of the Board of Directors will be adjusted to the remuneration policy that the General Shareholders’ Meeting of the Company will approve at least every three years, as a separate point on the agenda. The proposal of the remuneration policy will be presented to the General Shareholders' Meeting by the Board of Directors with reasoning and must be accompanied by a specific report of the Appointments and Remuneration Committee.

Both the remuneration policy proposal and the aforementioned report must be placed at the disposal of the shareholders on the corporate website of the Company as from the call of the General Shareholders' Meeting that must resolve on the policy. The shareholders may request the free delivery or sending of both documents and the right will be recorded in the announcement of the call of the corresponding General Shareholders' Meeting.

On the date of this Informational Document, the annual remuneration of the directors and the senior executives amounts to 565,528 euros.

2.18. Employees. Total number (categories and geographical distribution).

As of the date of this Informational Document, the Group had 11 employees (4 women and 7 men). The whole workforce is based in Madrid. The organisational chart of the Castellana workforce is as follows:

CEO

CFO Office manager

Head asset Head of Finance Investment management developement manager

Sr asset Sr property Accountant Accountant manager admin

2.19. Number of shareholders and, in particular, details of the main shareholders, understood as those with shareholding equal to or greater than 5% of the capital, including number of shares and percentage of capital. Moreover, details of the directors and management with a shareholding equal to or greater than 1% of capital will also be included.

On the date of this Informational Document, Castellana has 36 shareholders and 50,000 shares in treasury stock.

Castellana has one shareholder with direct holdings greater than 5% of the share capital, with a holding valuated at 198.5 million euros. Thus, the Company complies with the dissemination requirement at the time of its incorporation in the MAB.

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The summary table of the Company’s shareholders is shown below:

Shareholder Share (%) No of shares Valuation (€) Vukile Properties Limited 97.4% 33,082,961 198,497,766 35 Minority 2.5% 834,742 5,008,452 Treasury Stock 0.1% 50,000 300,000

Total 100.0% 33,967,703 203,806,218

Vukile Property Fund Limited is a South African REIT listed on the Johannesburg Stock Exchange (JSE) since 24 July 2004, and on the Namibian stock exchange since 11 July 2007.

As of the date of this Informational Document, Vukile has approximately R 15.8 billion (880 million euros) in capital. The fund owns 46 real estate assets with a gross leasable surface area of 810,398 square metres, valued at approximately R 19.1 billion (1.220 billion euros). The average occupancy of its properties is 96.6%, and 82% of its portfolio is rented to South African national tenants.

Lastly it should be noted that as of the date of this Informational Document, none of the Company’s administrators or directors directly or indirectly hold more than 1% of its share capital.

2.20. Declaration on the working capital

The Company’s Board of Directors declares that, after conducting an analysis with due diligence, the Company has sufficient working capital to carry out its activity for 12 months following the date of listing to the MAB.

2.21. Declaration on the organisational structure of the Company

The Company’s Board of Directors declares it has an organisational structure and an internal control system for financial reporting that allows it to comply with the reporting obligations imposed under MAB Circular 15/2016, of 26 July, on information to be provided by growth companies and SOCIMIs admitted to trading on the MAB (see Appendix IX of this Information Memorandum).

2.22. Declaration on the existence of an Internal Code of Conduct

On 7 June 2018 the Board of Directors approved the Internal Code of Conduct adapted to the provisions set out in article 225.2 of the Revised Text of the Spanish Securities Market Act.

The Internal Code of Conduct regulates, among other things, the conduct of directors and executives in relation to the processing, use and disclosure of privileged information. Among other persons, the Internal Code of Conduct applies to members of the Board of Directors of the Company, to managers and employees of companies that carry out activities for the Company involving assets management, project development or Property Management and who have access

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to privileged information and to the outsourced advisors that have access to this privileged information.

The Internal Code of Conduct is available on the Company’s website (www.castellanasocimi.com ).

2.23. Risk factors

In addition to all the information set out in this Information Memorandum and prior to resolving to invest by acquiring shares in the Company, the risks listed below, which could adversely affect the business, should be taken into account, along with the trading figures, prospects or the financial, economic or equity situation of the Issuer.

These risks are not the only ones that the Company could face. There are other risks that, due to their greater banality for the general public, have not been addressed in this section.

In addition, future risks that are currently unknown or not considered relevant could have an effect on the business, trading figures, prospects or the financial, economic or equity situation of the Issuer.

2.23.1. Operating and valuation risks.

2.23.1.1. Current Influence of Vukile Property Fund

The Company is controlled 97.4% by Vukile Property Fund, whose interests may be different from the interests of potential new shareholders, who will maintain a minority interest, so they cannot significantly influence the passing of resolutions at the General Shareholders’ Meeting or in the appointment of members of the Board of Directors.

2.23.1.2. Conflict of interest with DREAM

DREAM is a company with a majority holding held by one of the directors and shareholders of the Company, Adam Lee Morze, with whom Castellana has signed a contract under which DREAM furnishes it services related to analysing potential investments (see section 2.6.12 of this Informational Document). In his capacity as Director and asset manager of the Company, he could carry out corporate and management actions that may conflict with the interests of other potential shareholders of the Company. It cannot be guaranteed that the interests of DREAM match the interests of future purchasers of the Company’s shares. In any case, it is a limited risk because the provision of services by DREAM is limited to proposing investments that must subsequently be approved by the Board of the Company.

2.23.1.3. Conflicts of interest with related parties

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The Company has performed operations with one of its main shareholders and other related parties and may continue to do so in the future. In the event that such transactions are not carried out under market conditions, favouring the interests of its main shareholders and other related parties, it could adversely affect Castellana’s financial position, trading figures or valuation.

2.23.1.4 Risk linked to the collection of the monthly rents derived from the lease agreements and the solvency and liquidity of the lessees

At 31 March 2018, the Group had 141 lessees (136 lessees at 31 December 2017). Although at that date there was no relevant lessee with regard to rent, as the lessee with the highest billing at 31 March 2018, only represents 7.4% of the total (9.3% at 31 December 2017), and the five lessees with the highest billing represent 26.1% at 31 March 2018 (30.0% at 31 December 2017), it is possible that a relevant number of lessees could experience unfavourable circumstances, whether financial or any other kind, that prevent them from meeting their payment obligations, which could have a negative effect on the financial situation, trading figures or valuation of the Company.

2.23.1.5 Risks associated to valuation

To set the benchmark price, the Company's Board of Directors has taken into consideration the valuation report of the shares of EY dated 17 July 2018. In this report, EY envisaged hypotheses relating, inter alia , to the degree of occupancy of the properties, the future updating of the rent and the estimated exit yield, with which a potential investor may not agree. If the subjective elements used in the calculation evolve negatively, the valuation of the Group’s assets would be lower and, consequently, the financial situation, the results or the valuation of the Company could be affected.

2.23.1.6 Risks of regulatory changes

The activity of Castellana is subject to legal and regulatory provisions of a technical, environmental, tax and mercantile nature, among others, as well as urban planning, safety and consumer protection requirements. Local and regional administrations can impose fines for non-compliance with these rules and requirements.

A significant change in these legal and regulatory provisions or a change that affects the way these legal and regulatory provisions are applied, interpreted or enforced, could oblige the Company to modify its plans, forecasts or even management of its real estate and, therefore, to assume additional costs, which could negatively affect the financial situation, trading figures or valuation of the Company.

2.23.1.7 Concentration in one type of assets

63.9% all of the assets of the Group are retail parks. Therefore, any changes that take place in this sector (economic, technological, competition conditions, etc.) would affect

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the assets held by the Company, which could negatively impact the financial situation, trading figures or valuation of the Company.

2.23.1.8 Risks of in- and out-of-court claims

Castellana could be affected by in- or out-of-court claims arising from the activity carried out by the Company. In the event of a ruling that is negative for the Company's interest, this could affect the financial situation, trading figures, cash flows and/or valuation of the Issuer.

2.23.1.9 Risks arising from claims for liability or insufficient insurance coverage

Castellana is exposed to substantial claims of liability for contractual breaches, including breaches due to error or omission of the Company or its professionals in the performance of their activities. Likewise, the real estate assets acquired by the Company are exposed to the generic risk of damage that may be caused by fires, floods or other causes, and the Company may incur liability with third parties as a result of damage that takes place at any of the assets of which Castellana is the owner.

The insurance policies taken out to cover all these risks, although it is understood that they meet the standards required in accordance with the activity carried out, may not adequately protect the Issuer from the consequences and liabilities arising from the foregoing circumstances, including losses that may result from the interruption of the business.

If the Issuer is subject to substantial claims, its reputation and ability to generate revenues may be adversely affected. By the same token, future damage caused by the Group’s products or services that are not covered by an insurance policy, that have a substantial excess policies or which are not moderated by contractual liability limitations, could have a negative effect on the Company’s trading figures and financial situation.

2.23.1.10 Risks of assets management

The activity of Castellana is mainly the leasing of real estate assets. Incorrect management of this activity entails a risk of insufficient occupancy in the leased properties. Accordingly, if the Group does not get its lessees to renew the lease agreements when they expire or the renewal of the agreements is performed under less favourable terms for the Issuer or new lessees are not found, there could be a decrease in the level of occupancy and/or the rents from the real estate, which would entail a reduction of the business margin, operational flows and valuation of the Company.

Furthermore, in the property business there is a risk of insolvency or lack of liquidity of tenants that could lead to default on rents, which would imply a decrease in the Company’s income and, if the insolvency risk becomes generalised, it could cause a significant decrease in the value of assets. In addition, the acquisition or refurbishment of

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new properties intended for leasing involves significant initial investments that may not be offset in the case of unexpected increases in costs and/or reductions in income expected from rentals. Likewise, the significant investments made for the maintenance and management of real estate, such as taxes, service charges, insurance premiums, maintenance and renovation costs, are generally not reduced in a proportional manner in the event of a decrease in income from rental income from these properties.

If the Group does not achieve high occupancy levels or the demand in the rental market decreases due to other factors, or it is unable to reduce the costs associated with maintenance and management of the properties in the event of a decrease in rental income, the activities, trading figures and financial situation of the Issuer could be significantly affected.

2.23.1.11 Breach of lease agreements

In the event of default by the lessees of their obligations to pay the rent due to the Group under the corresponding lease agreements, the recovery of the property and its availability to re-rent could be delayed until the judicial eviction of the non-compliant lessee. All this could negatively affect the business, the trading figures and the financial situation of the Company.

2.23.1.12 Changes in the composition of the asset portfolio

Although as of the date of this Information Memorandum, the Group’s portfolio of assets consists mainly of retail parks, the investment strategy could change in the future by acquiring assets of another type, with different returns and inherent risks, which could affect the trading figures of the Company and the share value.

2.23.1.13 Risk of reducing the market value of real estate assets

The possession and acquisition of real estate assets involves certain investment risks, such as that the return on investment is less than expected or that estimates or valuations made may be inaccurate or incorrect.

In addition, the market value of the assets could be reduced or negatively affected in certain cases, such as, for example, in the case of changes to the expected returns on assets or adverse developments from a macroeconomic point of view or even political uncertainty.

The annual accounts of the Company are audited annually and its interim financial statements are reviewed on a half-yearly basis, legal and tax due diligence works are performed on each of the acquisitions carried out by the Company, as well as periodic valuations and market studies on a regular basis, along with verifications of legal and technical requirements. However, there can be no guarantee that, once the real estate assets are acquired, significant unknown factors will not appear at the time of this acquisition, such as limitations imposed by law or those of an environmental type, or that

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the estimates with which the valuation was made are not met. This could result in the value of its assets being reduced and could have a material adverse impact on the activities, trading figures and financial situation of the Company.

2.23.2. Risks related to the financing of the Company and its exposure to the interest rate

2.23.2.1 Level of borrowing and risk of interest rate increases

The Group had 146 million euros in debt to financial institutions at 31 December 2017 (188 million euros as of the date of this Informational Document), that accrues fixed and variable interest. It has taken out this debt to finance the acquisition of new real estate assets using previously acquired properties as mortgage collateral. It holds interest rate hedge agreements that totally eliminate its interest rate risk over the next five years. It is also required to satisfy a series of covenants (see Section 2.12.1 of this Informational Document). As of the date of this Informational Document, the Group’s Loan-to-Value ratio is 48.1%, taking into account the value of its assets on 31 March 2018.

In the event that the cash flows generated by the income received from the real estate portfolio are insufficient to meet the payment of the existing financial debt, such breach would negatively affect the financial situation, trading figures or valuation of Castellana.

2.23.2.2 Potential limitation on increasing the leverage level

Castellana carries out its activities in a sector that requires a significant level of investment. To finance its acquisitions of real estate assets, Castellana resorts to mortgage financing and capital increases. At 31 December 2017, shareholder equity represented 53% of all liabilities, but the Company’s strategic target contemplates a higher leverage, with a medium- to long-term Loan to Value ratio of approximately 50%.

In the event of not having access to financing or in case of not obtaining it under appropriate terms, the Issuer’s possibility of growth could be limited, which would have negative consequences on the future results of its commercial operations and, ultimately, on its business.

A high level of debt or increases in interest rates could mean an increase in financial costs for the Group. In addition, an increase in the level of debt would increase exposure to possible increases in interest rates in the credit markets.

In the event that Castellana does not obtain financing to carry out its activity or could only obtain debt under very expensive financial conditions, its capacity to increase its turnover in the future would be limited.

Negative changes in current credit conditions could have a material adverse impact on the

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Issuer’s activities, trading figures and financial situation.

2.23.2.3 Risk of foreclosure of the existing mortgage on part of the Company’s real estate assets

As of the date of this Information Memorandum, all the real estate assets owned by the Group are mortgaged in favour of the financial institutions that have extended loans. In the event that the Group breaches the contractual obligations of these loans, the financial institutions could enforce the guarantees, so that the mortgaged real estate assets of the Group would become their property.

2.23.3. Risks associated with the real estate sector

2.23.3.1 Cyclical nature of the sector

The real estate sector is highly conditioned by the existing economic-financial and political setting. Factors such as the value of the assets, their occupation levels and the income obtained depend, among other issues, on the supply and demand of existing properties, inflation, the rate of economic growth, legislation or interest rates.

Certain changes to these factors could provoke a material adverse impact on the Issuer’s activities, trading figures and financial situation.

2.23.3.2 Risk of competition

The activities of Castellana are carried out in a competitive sector in which other specialised national and international companies operate, and these mobilise large numbers of human, material, technical and financial resources.

The experience, material, technical and financial resources as well as local knowledge of each market are key factors in the appropriate development of the business.

It is possible that the groups and companies with which the Group competes may have greater resources, both material as well as technical and financial, than the Group, or more experience or better knowledge of the markets in which the Group operates or could operate in the future, and this could reduce the business opportunities of Castellana.

In the future, the high competition could lead to an excess supply of real estate or a decrease in prices.

Finally, competition in the real estate sector could hinder, at times, the acquisition of assets under favourable terms for the Issuer. Similarly, the Issuer’s competitors could adopt rental, development and acquisition business models similar to those of the Issuer. All this could reduce its competitive advantages and significantly affect the future development of its activities, the trading figures and the financial situation of the

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Company.

2.23.3.3 Level of investment liquidity

Real estate investments are characterised by being less liquid than investments in movable goods. Therefore, should the Group wish to divest part of its asset portfolio, it could have limited capacity to sell in the short term or be forced to reduce the selling price.

The illiquidity of the investments could limit the ability to adapt the composition of its real estate portfolio to possible underlying changes, forcing Castellana to keep real estate assets for longer than initially projected.

2.23.4. Risks related to shares

2.23.4.1. Risk of lack of liquidity

The Company’s shares have never been traded in a multilateral market, so there are no guarantees regarding the trading volume that the shares will reach or their level of liquidity. Potential investors should bear in mind that the investment value in the Company may increase or decrease.

2.23.4.2. Evolution of the share price

As of the date of this Information Memorandum, the securities markets are highly volatile, as a result of the current economic situation, which could have a negative impact on the price of the Company’s shares.

Factors such as fluctuations in the Group’s trading figures, changes in analysts’ recommendations and in the situation of the Spanish or international financial markets, as well as sales operations of the main shareholders of the Company could have a negative impact on the price of the shares of the Company.

Potential investors should bear in mind that the investment value in the Company may increase or decrease and that the market price of the shares may not reflect the intrinsic value of the Company.

2.23.4.3. Good governance recommendations

Although it is not applicable to the Company because the MAB is not considered to be an official secondary market, as of the date of this Information Memorandum the Company has agreed to implement most of the recommendations contained in the Good Governance Code of Listed Companies approved by the National Securities Market Commission. These corporate governance recommendations have been incorporated into the Articles of Association of Castellana, as well as in the Regulations of the Board of Directors and in

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the Regulations of the General Shareholders’ Meeting that were approved by resolution of the General Meeting of 7 June 2018, which are available on the Company’s website.

As regards the recommendations contained in the Good Governance Code of Listed Companies that have not been implemented by the Company, this implies that certain information that could be of interest to potential investors is not provided through the same means or with the same transparency as at listed companies in official secondary markets.

2.23.4.4. Limited free-float

As of the date of this Informational Document, 35 shareholders holding less than 5% of the share capital hold 834,742 shares that represent 2.5% of Castellana’s share capital, with a total estimated market value of approximately 5.0 million euros.

Even though the Company’s shares are projected to have reduced liquidity, in order to comply with the liquidity requirements set out in MAB Circular 9/2017 addressing SOCIMIs, the company has decided to make available to the Liquidity Provider (see section 3.9 of this Information Memorandum) a combination of 300,000 euros in cash and 50,000 Company shares with an overall estimated market value of 300,000 euros considering the reference price per share of 6 euros. These shares represent 0.15% of Castellana’s share capital.

2.23.5. Tax risks

2.23.5.1 The SOCIMIs regime is relatively new and may be modified

On 24 September 2016 and with effects from 1 January 2016 the Company opted for the application of the special tax regime for SOCIMIs, notifying this option to the Spanish Tax Administration on 15 September 2016.

The requirements for maintenance of the SOCIMIs status are complex and the current tax regime of SOCIMIs (which, in general, establishes a Corporation Tax rate of 0%) is relatively brief and its application to the business case presented by the SOCIMIs currently existing have required a lot of interpretation on the part of the tax administration, through written tax consultations, although there is no known ruling from the courts on the matter. Therefore, any modification (including changes in the interpretation) of the Spanish regulations relative to the regime of SOCIMIs and, in general, of the tax regulations, could imply the introduction of new taxes or the increase of current tax rates, it is also possible that new requirements will be introduced in the future in the requirements for application of the SOCIMIs regime is included, it is

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possible that new requirements will be introduced in the future (including modifications to the interpretation of the current ones). Investors should therefore take into account that it cannot be guaranteed that the Company may continue or maintain the status of SOCIMI for Spanish tax purposes, which could have a material adverse effect on the financial and equity situation, the business, the prospects and the operating results of the Company.

2.23.5.2 The application of the special tax regime of SOCIMIs requires the obligatory fulfilment of certain requirements

The application of the SOCIMIs Regime to the Company is subject to the compliance of certain requirements, including, among others, listing to trading of the Company’s shares in a regulated market or multilateral trading system, the investment in “Qualifying Assets” pursuant to the SOCIMIs Regime, the securing of income from certain sources and the mandatory distribution of certain profits.

Failure to comply with such requirements would result in the forfeiture of the special tax regime applicable to the Company (except in those cases in which the regulations allow this to be rectified within the following financial year). The forfeiture of the SOCIMIs regime (i) would have a negative impact on the Company in terms of direct taxes; (ii) it could affect the liquidity and the financial position of the Company, as long as it is obliged to standardise the direct taxation of the income obtained in previous tax periods, being taxed in accordance with the general regime and the general tax rate of Corporation Tax, and (iii) it would determine that the Company could not opt for application of the tax until at least three years had elapsed from the conclusion of the last tax period in which the regime would have been applicable. All this could, therefore, affect the return that investors obtain from their investment in the Company.

On the other hand, if the Company transfers its Qualifying Assets without having met the minimum holding period of three years, the income obtained as a result of the transfers (i) would be taxed in accordance with the general regime and the general tax rate of Corporation Tax, and (ii) would compute negatively for the purpose of determining compliance with the Company’s income securing requirement for the purposes of the SOCIMIs Regime. This could mean that the Company would forfeit its SOCIMIs regime if it failed to remedy the situation within the following financial year.

Likewise, the Company should standardise the direct taxation of all income arising from Qualifying Assets transferred without having satisfied the aforementioned holding period and that benefited from the tax regime of SOCIMIs, which would be taxed in accordance with the general regime and the general rate of Corporation Tax. The foregoing, should it happen, could have a material adverse effect on the Company, its financial and equity situation, its businesses, its prospects or the results of its operations.

The above obligations and consequences will also apply “mutatis mutandis” to the Sub- SOCIMIs.

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2.23.5.3 The application of the SOCIMIs regime at the Company’s headquarters may entail the taxation of capital gains obtained by some investors due to the transfer of their shares

As a consequence of the application of the SOCIMIs regime by the Company, in accordance with the current regulations of SOCIMIs, resident investors that are legal entities and taxpayers of Corporation Tax (or non-residents with a permanent establishment that are taxpayers of Non-Resident Income Tax) who hold uninterruptedly for one year a stake of at least five (5) percent in the capital of a SOCIMI (or the acquisition value of such stake exceeds 20 million euros), are not entitled to apply the exemption to avoid double taxation on income from the transfer of securities representing the shareholders’ equity of entities resident on Spanish territory as this is expressly established in the Spanish Law on SOCIMIs (as do the rest of the resident investors, legal entities).

2.23.5.4 The application of the special tax regime of SOCIMIs at the Company requires the obligatory distribution of certain results of the Company

As a result of application of the SOCIMIs Regime by the Company, the Company is obliged to distribute mandatory dividends to its shareholders. Specifically, the Company is obliged to distribute, as a general rule, at least 80% of the profits obtained in the year and, in particular, 100% of those profits, if any, that come from other investees considered eligible, and at least 50% of the profits from the transfer of Qualifying Assets once the three-year holding period for such assets has elapsed.

The lack of an agreement for the distribution of dividends in the due terms and deadlines will determine the forfeiture of the SOCIMIs Regime in the tax period in which the non- distributed profits were obtained and the taxation under the general regime as of the tax period. In that case, the Company will not be able to opt once more for application of the SOCIMIs Regime in the three years following the conclusion of the last tax period in which the regime was applicable.

In these circumstances, investors should bear in mind that the Company may have limited ability to make new investments, since it could only allocate a part of its profits to the acquisition of new real estate assets (being obliged to distribute the rest); which could slow down its growth capacity unless the Company obtains new financing, as well as impair the Company’s liquidity and working capital.

In addition, there is a possibility that the Company, even if it obtains profits, would not be able to make the payments and distributions in accordance with the requirements established in the SOCIMIs Regime due to an immediate lack of liquidity (for example, due to timing differences between the collection of cash and the recognition of income or the effect of a possible payment for repayment of debts). If this were to happen, the Company would have to borrow money, increasing its financial costs and reducing its borrowing capacity. The foregoing, should it happen, could have a material adverse effect

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on the Company, its financial and equity situation, its businesses, its prospects or the results of its operations.

In any case, the ability to pay any dividend or other distribution within the legal term will depend mainly on the Company’s ability to generate profits and cash flows as well as its capacity to efficiently transfer the profits and cash flows to the Shareholders. Likewise, it will depend on a large number of factors, including the Company’s ability to acquire adequate assets, its trading figures, its financial status, its cash needs, financial costs and net results from the sales of its assets, legal and regulatory restrictions and additional factors that the Board of Directors may consider relevant at a certain time.

The Company could be subject to a special levy of 19% over the full amount of the dividends or profit share distributed to significant shareholders (with a stake equal to or greater than 5%) if these do not comply with the minimum taxation requirement (10%) as described in the section called “Tax Information” of the Information Memorandum.

In particular, regarding this issue of the minimum taxation of the shareholder, the doctrine issued by the Directorate General of Taxes considers that the effective taxation of the dividend considered in isolation must be analysed, taking into account the expenses directly associated with the dividend, such as the expenses corresponding to management of the stake or the financial expenses derived from its acquisition and without taking into account other types of income that could alter the taxation, as might result, for example, from the shareholder’s offsetting of tax loss carryforwards.

Finally, when assessing such minimum taxation, in the case of shareholders that are non- resident for tax purposes in Spain, both the type of withholding at source that, if applicable, encumbers such dividends on the occasion of their distribution in Spain, and the withholding rate at which the non-resident shareholder is subject to in their country of residence, less, where applicable, the deductions or exemptions to remove the international double taxation that could apprise a consequence of receiving these dividends, should be considered.

Notwithstanding the foregoing, the Articles of Association of the Company include the obligation for significant shareholders to compensate the Company in the event of the 19% special levy being accrued. Specifically, the Articles of Association specify that the compensation will be offset with the dividend payable to the shareholder whose circumstances have led to the obligation to pay the special levy. However, these measures are not always effective, meaning than in the event that they were not, the payment of dividends to significant shareholders could generate an expense for the Company and, therefore, a decrease of profits for the remaining shareholders.

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2.23.6. Other Risks

2.23.5.1 Forfeiture of the tax regime of SOCIMIs

The Company may cease to benefit from the special tax regime established in the Spanish Law on SOCIMIs, and will be taxed under the general Corporation Tax regime, in the same tax period in which one of the following circumstances takes place:

a) The delisting from trading in regulated markets or in a multilateral trading system.

b) The substantial breach of the reporting obligations referred to in article 11 of the Spanish Law on SOCIMIs, unless that breach is remedied in the report of the immediately following financial year.

c) The lack of a distribution agreement or full or partial payment of the dividends under the terms and deadlines referred to in article 6 of the Spanish Law on SOCIMIs. In this case, the taxation under the general regime will take place in the tax period corresponding to the year in which the profits would have accrued such dividends.

d) The waiver of the application of the special tax regime provided for in the Spanish Law on SOCIMIs.

e) Failure to comply with any of the other requirements of the Spanish Law on SOCIMIs so that the Company may apply the special tax regime, unless the cause of the breach is rectified the following financial year. However, failure to comply with the period of holding the investments in the Qualifying Investments (real estate or shares or shares of certain entities) referred to in article 3.3 of the Spanish Law on SOCIMIs will not entail forfeiture of the special tax regime.

The forfeiture of the special tax regime established in the Spanish Law on SOCIMIs implies that it cannot opt once more for application of the SOCIMIs Regime in the three years following the conclusion of the last tax period in which the regime was applicable.

The forfeiture of the tax regime and the subsequent taxation under the general regime of Corporation Tax in the year in which the forfeiture takes place, means that the Company will be obliged to deposit, if applicable, the difference between the tax payable through application of the general regime and the amount paid as a consequence of applying the special tax regime in the previous tax periods. This is without prejudice to default interest, surcharges and fines which may be applicable.

2.23.5.2 Lack of liquidity to pay dividends

All dividends and other distributions payable by the Company will depend on the existence of profits available for distribution and sufficient cash. In addition, there is a

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risk that the Company generates profits but does not have enough cash to comply, monetarily, with the dividend distribution requirements set out in the SOCIMIs regime. If the Company does not have enough cash, the Company may be obliged to pay dividends in kind or to introduce a system of reinvestment of dividends in new shares.

As an alternative, the Company could request additional financing, which would increase its financial costs, reduce its capacity to request financing for the implementation of new investments and this could have a material adverse effect on the business, financial conditions, results of operations and prospects of the Company.

The Articles of Association contain compensation obligations on the part of those shareholders of the Company with a stake equal to or greater than 5% whose taxation, in their respective jurisdiction over the dividends received, is less than a rate of 10%, in favour of the Company. This is to avoid the potential accrual of the special levy of 19% provided for in the Spanish Law on SOCIMIs having a negative impact on the results of the Company. This compensation mechanism could discourage the entry of certain investors. Specifically, in accordance with the Articles of Association, the Company will be entitled to deduct an amount equivalent to the tax costs incurred for the payment made to these shareholders that, as a result of the tax position, give rise to the accrual of the special levy.

The shareholders would be obliged to assume the tax costs associated to payment of the dividend and, if applicable, to assume payment of the compensation provided for in the Articles of Association (special levy), even if they had not received any liquid amount from the Company. Likewise, the payment of dividends in kind (or the implementation of equivalent systems such as the reinvestment of the right to the dividend in new shares) could lead to the dilution of the stake of those shareholders that received the dividend monetarily.

3. INFORMATION RELATED TO THE SHARES

3.1. Number of shares whose listing is requested, nominal value of the shares. Share capital, indication of whether there are other classes or series of shares and whether securities have been issued granting the rights to subscribe or acquire shares. Corporate resolutions adopted for the listing

On 25 May 2018 the Extraordinary General Shareholders’ Meeting of the company agreed to apply for listing to trading of all of the shares of the Company representing its share capital on the MAB segment for SOCIMIs (MAB-SOCIMIs, MAB-SOCIMI).

At the date of this Information Memorandum, the share capital of Castellana is fully subscribed and paid up. The amount of the share capital totals 33,967,703 Euros, represented by 33,967,703 nominative shares with an individual par value of five Euros each, of a single class and series, and with the same voting and economic rights, represented through book entries.

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The Company is aware of and agrees to abide by the rules existing at the date of this Information Memorandum in relation to the MAB-SOCIMIs segment, and any others that may be introduced in the matter of the MAB-SOCIMIs and, especially, on the listing to, permanence and delisting from this market.

3.2. Degree of dissemination of securities Description and, where applicable, the possible offer prior to listing that was made and the results of this

At the date of this Information Memorandum, the Company complies with the dissemination requirement established in MAB Circular 9/2017 given that it has 35 shareholders with a stake of less than 5% of the share capital of the Company, and that as a whole possess 834,742 shares, with an estimated market value of approximately 5,008,452 Euros considering the reference price per share of 6 Euros and, therefore, higher than the 2,000,000 Euros established in that Circular.

The details of the shareholders are as follows:

Shareholder Share (%) No of shares Valuation (€) Vukile Properties Limited 97.4% 33,082,961 198,497,766

35 Minority 2.5% 834,742 5,008,452

Treasury Stock 0.15% 50,000 300,000

Total 100.0% 33,967,703 203,806,218

3.3. Main characteristics of the shares and the rights they incorporate. Including mention of possible limitations of attendance rights, votes and appointments of directors through the proportional system

The legal regime applicable to the Company shares is the one provided for in Spanish legislation and, specifically, in the provisions included in Law 16/21012, of 28 December, Law 11/2009, of 26 October, Royal Decree 1/2010, of 2 July, which approved the Revised Text of the Spanish Corporate Enterprises Act ( Ley de Sociedades de Capital, the “Corporate Enterprises Act”), the Revised Text of the Spanish Securities Market Act, approved by Royal Legislative Decree 4/2015, of 23 October, and Royal Decree-Law 21/2017, of 29 December, approving urgent measures for adapting Spanish law to European Union rules on securities markets, as well as in their respective implementing provisions that apply.

The Company shares are represented through book entries and are registered in the corresponding records held by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (“ Iberclear “), with registered office at Plaza Leal tad number 1, Madrid, and of its authorised participating entities (“ Participating Entities “).

The Company shares are nominative and are denominated in euros (€).

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All the Company shares are ordinary and confer identical rights upon their holders. In particular, mention is made of the following rights set out in the prevailing Articles of Association or in applicable regulations:

a) Right to the dividend:

All of the Company shares give the right to participate in profit sharing and in the assets resulting from liquidation under the same conditions. The Company is subject to the regime set out in the regulations of SOCIMIs in all matters relating to the distribution of dividends, as described in foregoing section 2.12.3 of this Informational Document.

b) Right of attendance and vote:

All the Company shares confer their holders with the right to attend and vote at the General Shareholders’ Meeting and to challenge the corporate resolutions in accordance with the general regime established in the Spanish Corporate Enterprises Act and in the Company’s Articles of Association.

The Articles of Association provide for the possibility of attending the General Meetings by remote means, using the means and under the conditions set out in the Articles of Association.

c) Each share confers the right to cast one vote:

All shareholders with the right to attend may be represented at the Meeting by a proxy, even if this person is not a shareholder.

d) Pre-emptive subscription right

All Company shares confer the holder, under the terms established in the Spanish Corporate Enterprises Act, with the right of pre-emptive subscription of new shares charged to cash contributions or bonds convertible into shares, except for the exclusion of pre-emptive rights in accordance with articles 308 and 417 of the Spanish Corporate Enterprises Act. Furthermore, all the Company shares confer their holders with the right to gratuitous allocation recognised in the Spanish Corporate Enterprises Act in the events of share capital increases charged to reserves.

e) Right to information:

The shares representing the share capital of the Company confer their holders with the right to information set out in article 93 d) of the Spanish Corporate Enterprises Act and, specifically, article 197 of the same legal text, as well as those rights which, as special manifestations of the right to information, are included in the articles of the Spanish Corporate Enterprises Act.

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3.4. If any, description of the statutory conditions of the free transfer of shares compatible with trading on the MAB-SOCIMIs

The Company shares are not subject to any restriction on their free transfer in accordance with article 9 of the Articles of Association:

"ARTICLE 9. TRANSFER OF SHARES

1. The shares and the economic rights arising from the shares, including pre-emptive subscription, are freely transferable through all means accepted by Law.

2. Shares will be transferred by book accounting transfers. The recording of transfers to acquirers will have the same effects as transfers of certificates, and any transfers that are not made in accordance with these By-Laws, or in the absence thereof, in accordance with applicable Law, will not be recognised by the Company and will not have any legal effects for it."

3.5. Shareholders’ agreements between shareholders or between the Company and shareholders that limit the transfer of shares or that affect the right to vote

The Company is not party to any covenants or agreements between shareholders nor is it aware of the existence of any shareholder agreements that might limit the transfer of shares or affect voting rights, nor is it aware that any of its shareholders have entered into any covenants or agreements regulating such issues.

3.6. Commitments to not sell or transfer or issue, assumed by shareholders or by the Company on the listing to trading on the MAB-SOCIMIs

In accordance with article 1 of the MAB Circular 9/2017 addressing SOCIMIs, the shareholder Vukile that has 97.4% of the capital of Castellana as of the date of this Information Memorandum, the administrators and the main directors are committed not to sell the Company shares and not to perform any transactions equivalent to the sales of shares within the year following the listing of Castellana to the Market.

3.7. The statutory provisions required under the regulation of the MAB relating to the obligation to report significant shareholdings and the shareholders’ agreements and the requirements applicable to the request for delisting from trading in the MAB and to changes in control of the Company

On 7 June 2018, the General Meeting of the Company adopted the decisions required to adapt the Company’s Articles of Association to the requirements under the regulations of the MAB concerning:

a) The introduction of the obligations derived from transfers that imply a change of control in the Company (according to the wording of article 41 of the Articles of Association).

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“ARTICLE 9. TRANSFER OF SHARES.

(…) 3. Notwithstanding the foregoing, the shareholder wishing to acquire a shareholding interest of more than 50% of the share capital will, at the same time, make a purchase offer addressed to all shareholders under the same conditions. The shareholder who receives, from another shareholder or from a third party, an offer to purchase their shares, under the conditions, characteristics of the acquirer and other circumstances, which must reasonably deduce that it is intended to attribute to the acquirer a stake of more than 50%, may only transfer the shares that determine that the purchaser exceeds the aforementioned percentage if the prospective buyer proves that all shareholders have received an offer to purchase their shares under the same conditions."

b) The obligations to report significant shareholdings and shareholder agreements, in accordance with articles 10 bis, 41 and 42 of the Articles of Association in force, the literal wording of which is as follows:

“ARTICLE 10 BIS. ANCILLARY PROVISIONS

The shares in the Company will involve the compliance with the ancillary obligations described below. These obligations, which involve no remuneration for shareholders from the Company in each case, are as follows:

1. Shareholders with significant stakes:

(d) Any shareholder that (i) holds shares in the Company equal to 5% or more of its share capital, or the percentage specified in Article 9.2 of the SOCIMIs Act or any laws that may come to replace it, for accrual by the Company of the special levy on Corporate Income Tax (“Significant Stake”); or (ii) acquires shares that, when combined with those already held, would entail reaching a Significant Share in the Company’s share capital, must notify the Board of Directors of this circumstance.

(e) Similarly, any shareholders that have reached a Significant Stake in the Company’s share capital must notify the Board of Directors of any subsequent acquisitions, regardless of the number of shares that have been acquired.

(f) A similar declaration to those mentioned in Sections (a) and (b) above must be made by any party that holds the economic rights over shares in the Company including, under all circumstances, any indirect shareholders in the Company that act through financial intermediaries who formally appear to be shareholders pursuant to the accounting register ("registro contable"), but who are acting on behalf of these indirect shareholders.

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(g) In addition to the communication stipulated in the preceding sections, the affected shareholders or the holders of the economic rights must also provide the following information to the Secretary of the Board, together with the aforementioned communication:

(i) A Certificate of Residence for the purposes of the corresponding personal income tax, issued by the competent authorities in their country of residence. For shareholders that reside in countries with which Spain has signed agreements to avoid double-taxation on personal income tax, the certificate must satisfy the conditions specified in the corresponding convention for its benefits to apply.

(ii) A certificate issued by a party with sufficient power, proving to the type of tax the shareholders will be liable for in the case of any dividends paid out by the Company, together with a statement that the corresponding shareholder is the effective beneficiary of the dividends.

Any shareholders or economic rights holders affected by this obligation must submit this statement to the Company within ten calendar days of the date on which the General Shareholders Meeting or, if applicable, the Board of Directors resolves to pay out any dividends or any other analogous sums (accounting reserves, etc.).

(h) In the event that the party bound by this obligation fail to satisfy the reporting obligation specified in Sections (a) to (d) above, the Board of Directors may assume that the dividend is tax exempt or that it is subject to a tax rate below than the rate envisaged in Article 9.2 of the SOCIMIs Act, or any law that may come to replace it.

Alternatively, the Board of Directors may request (deducting the charge from the dividends owed to the shareholder) a legal report from a law firm with recognized standing in the shareholder’s country of residence, to obtain its opinion on whether the dividends paid out by the Company are subject to tax.

The expenses incurred by the Company will be due the day before the dividends are paid out.

(i) Inter-vivos and inter-mortis transfers of shares in the Company are hereby authorised (and therefore including this ancillary obligation) for all effects and purposes.

(j) The holding percentage of 5% or less referred to in Section (a) above will be deemed to have been (i) automatically modified if the percentage specified in Article 9.2 of the SOCIMIs Act (or any law that may come to replace it) is changed; and therefore (ii) replaced with whichever percentage the said law may specify at any given time."

“ARTICLE 41. COMMUNICATION OF SIGNIFICANT STAKES

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Any shareholder will be obliged to inform the Company of acquisitions of shares, by any title, directly or indirectly, that determines that their total stake is higher or lower of 5% of the share capital and successive multiples. If the shareholder is a director of the Company, this obligation will be for the percentage of 1% of the share capital and successive multiples.

Communications must be made to the body or person designated by the Company for these purposes and within a maximum period of four (4) business days following the date on which the determining event took place.

The Company will publish such communications in accordance with the rules of the Mercado Alternativo Brusátil."

ARTICLE 42. COMMUNICATION OF AGREEMENTS

Any shareholder will be obliged to inform the Company of any agreements that he enters into, extends or terminates, and by virtue of which the transferability of the shares he/she owns is restricted or the voting rights arising from the shares are affected in any way. Communications must be made to the body or person designated by the Company for these purposes and within a maximum period of four (4) business days following the date on which the determining event took place. The Company will publish such communications in accordance with the rules of the Mercado Alternativo Bursátil.”

b) The regulation of the regime applicable to the delisting from trading on the MAB pursuant to article 43 of the Company’s current Articles of Association, whose literal wording is as follows:

“ARTICLE 43. EXCLUSION FROM NEGOTIATION

From the moment in which the shares of the Company are listing in the Mercado Alternativo Bursátil, in case that the General Shareholders' Meeting adopts a resolution to exclude the trading of its shares in said market and such decision is not backed by all shareholders, the Company will be obliged to offer the acquisition of their shares to those shareholders who have not voted in favour of the exclusion, at a justified price, in accordance with the criteria provided for in the applicable regulations related to public offerings for the events of acquisition of securities for the purposes of negotiation exclusion.

The Company will not be subject to the previous obligation when the admission to trading of its shares in an official secondary market simultaneously is agreed with its exclusion from trading in the Mercado Alternativo Bursátil.”

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 111

3.8. Description of how the General Meeting operates

The Company’s General Shareholders’ Meeting is governed by the Spanish Corporate Enterprises Act, by the Articles of Association of the Company and the Regulations of the Meeting.

a) Call to meeting

The Board of Directors must call the Ordinary General Meeting to be held within the first six months of each financial year. The Board of Directors will also call the General Meeting whenever it deems such action appropriate for the corporate interests and must convene this meeting whenever it is requested by the minorities set out in the Spanish Corporate Enterprises Act.

The General Meetings will be convened through an announcement published on the Company’s website, at least one month prior to the date set for the meeting.

In any case, the notice will express the name of the company, the venue, date and time of the first session of the meeting; the agenda, including the items that will be dealt with; the position of the person or persons calling the meeting, the date on which the shareholder must have their shares in order to be able to take part and to vote, and any other wording that is legally required. It may also show the date, time and venue for, if appropriate, a second session; at least 24 hours must elapse between the first and second session.

The foregoing is understood without prejudice to the judicial call to meeting, in the cases and with the legally foreseen requirements.

b) Quorum

The General Meeting will be quorate at the first session when shareholders, either present or represented, hold at least 25% of the share capital with voting rights. Under the second call, the General Meeting will be quorate irrespective of the share capital present at the same.

Notwithstanding the foregoing, for the Ordinary or Extraordinary General Meeting to be able to agree the increase or reduction of share capital and any other amendment to the Articles of Association, the issue of bonds, the removal or the restriction of the right to pre-emptive acquisition of new shares, as well as the transformation, merger, spin-off or global assignment of assets and liabilities and the transfer of the registered office abroad, this will require, at the first session, shareholders to be present or represented that possess at least fifty percent (50%) of the subscribed share capital with voting rights. In the second call to meeting, it will suffice for 25% of the share capital to be present.

c) Right of attendance

All of the company shareholders will be entitled to attend the meeting.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 112

Attendance at the meeting may also be through postal correspondence or online, providing that the identity of the shareholder exercising their voting right is guaranteed and the security of electronic communications is also guaranteed.

Postal votes will be sent to the Company in writing, placing on record the voter’s choice and complying with the formalities determined by the Board of Directors through a resolution and subsequent communication in the announcement calling the Meeting in question.

Online voting will only be accepted by the Company, once the opportune security and simplicity conditions have been verified, when this is determined by the Board of Directors through a resolution and subsequent communication in the announcement calling the Meeting in question. In this resolution, the Board of Directors will define the conditions applicable for online voting. These conditions must guarantee the authenticity and identification of the shareholder exercising their vote.

To be valid, the vote cast by any of the remote methods referred to in previous sections must be received by the Company at least five (5) days prior to the date of the first session of the Meeting. The Board of Directors may reduce the aforementioned notice period to twenty-four (24) hours on the business day prior to the date of the first session of the Meeting, providing the same announcement is given as for the call to meeting announcement. Shareholders that cast their vote using remote means pursuant to the provisions set out under this article will be considered as present for the purposes of the constitution of the General Meeting in question. As a consequence, any delegations carried out prior to the casting of that vote will be understood as revoked and those granted afterwards will be considered as not carried out.

Any vote cast using remote communication means will be rendered null and void as a consequence of the physical attendance at the meeting of the shareholder that had cast the vote, or if the Company becomes aware of the transfer of their shares.

d) Right of representation

All shareholders with the right to attend may be represented at the Meeting by a proxy, even if this person is not a shareholder. Representation must be given in writing and be of a special nature for each Meeting, under the terms and with the scope set out in the Spanish Corporate Enterprises Act and the Internal Regulations of the Meeting. The representation will encompass all of the shares held by the represented shareholder.

Representation may be revoked at any time. Personal attendance at the General Meeting by the person represented will serve to revoke the representation.

e) Board of the General Meeting

The meetings will be chaired by the Chairman of the Board of Directors, and in their absence by the Deputy chairman, and in the absence of this party, by the person designated by those in attendance at the start of the meeting.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 113

The post of Secretary will be held by the Secretary of the Board of Directors, and in their absence by the Deputy secretary, if there is one, and if not, by the person designated by those in attendance at the start of the meeting.

f) Take-up of resolutions

In general, the corporate resolutions of the Meeting will be adopted through a simple majority of votes from shareholders either present or represented at the meeting, and the resolution will be understood as adopted when there are more votes in favour than against with regard to the share capital present or represented.

By way of an exception to the foregoing, the take-up of resolutions as referred to in current article 194 of the Spanish Corporate Enterprises Act requires:

a) the vote in favour by the absolute majority if the quorum of the meeting is higher than fifty percent (50%) of the share capital; or

b) the vote in favour of two thirds (2/3) of the share capital present if the resolution is adopted at the second session with less than 50% of the share capital present, but always with a minimum quorum of twenty five percent (25%).

g) Minutes of the Meeting

The resolutions adopted by the Meeting will be placed on record in minutes that will be signed by those that acted as Chairman and Secretary of the Meeting. The minutes of the Meeting may be approved by those in attendance once the meeting has been held and, in the absence thereof and within a deadline of 15 days, by the Chairman and two intervening parties, one in representation of the majority and the other in representation of the minority. The corporate resolutions may be enforced from the date of approval of the minutes in which they are recorded. The minutes that are approved in either of these two ways will have executive force from the date of their approval.

Certifications of the minutes will be issued and the resolutions publicly recorded by those persons that are entitled to this end pursuant to these Articles of Association and the Mercantile Registry Regulations.

The Board of Directors may request the presence of a notary public to issue the minutes of the Meeting, and will be obliged to do so whenever shareholders that represent at least 1% of the share capital request this five days prior to the date of the meeting. In both cases the notary-witnessed minutes will be considered as the minutes of the Meeting.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 114

3.9. Liquidity Provider with which it has entered into the relevant liquidity agreement and brief description of its function

On 10 July 2018, the Company formalised a liquidity agreement (“ Liquidity Agreement ”) with the financial broker and market member, Renta 4 Banco, S.A. (“ Liquidity Provider ”).

By virtue of this agreement, the Liquidity Provider undertakes to offer liquidity to holders of shares in the Company by carrying out sale and purchase transactions with Company shares on the MAB in accordance with the system envisaged by Circular 7/2017, of 20 December, on rules governing the acquisition of shares in Growth Companies and SOCIMIs through the MAB (“ Circular 7/2017 ”) and its implementing provisions.

“The aim of the liquidity agreement is to encourage transaction liquidity, achieve sufficient trading frequency and reduce any price fluctuations for reasons other than market trends.

The liquidity agreement prohibits the Liquidity Provider from requesting or receiving instructions from Castellana on the time, price or other conditions of the transactions executed under the agreement. Neither may it request or receive relevant information from the Company.

The Liquidity Provider will furnish the company with the information on the execution of the agreement that the latter requires to comply with its legal obligations .”

The Liquidity Provider will provide a counterparty to the existing seller and buyer positions in the MAB in accordance with its trading rules and within the trading hours envisaged for the Company in view of the number of shareholders that make up its shareholding, the entity not being able to carry out the sale and purchase transactions envisaged in the Liquidity Agreement by means of block trading or special transactions, as envisaged in Circular 7/2017.

Castellana agrees to provide the Liquidity Provider with a combination of [300,000] euros in cash and 50,000 shares in the Company equivalent to 300,000 euros, exclusively to enable the Liquidity Provider to fulfil the commitments assumed by virtue of the Liquidity Agreement.

The Liquidity Provider must maintain an internal organisational structure that guarantees the independence of the actions of employees responsible for managing the Liquidity Agreement vis- à-vis the Company.

The Liquidity Provider agrees not to request or receive from the Registered Advisor or the Company any instruction whatsoever concerning the time, price or other conditions of the orders that it formulates or the transactions executed in its activity is Liquidity Provider under the Liquidity Agreement. Neither may it request or receive relevant information from the Company that is not public.

The purpose of the supplied funds and shares is exclusively to allow the Liquidity Provider to meet its counterparty commitments, meaning that the Company will not dispose of them unless they exceed the needs established under the rules of the MAB.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 115

The Liquidity Agreement will have an indefinite term, entering into force on the date the Company shares are admitted to trading on the MAB and it may be terminated by either of the parties in the event of breach of the obligations assumed by the other party, or by unilateral decision of one of the parties, providing it notifies the other party in writing at least 60 days in advance. The Company will notify the MAB of the termination of the Liquidity Agreement.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 116

4. OTHER INFORMATION OF INTEREST

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5. REGISTERED ADVISOR AND OTHER EXPERTS OR ADVISORS

5.1. Information regarding the Registered Advisor, including possible relationships and connections with the Issuer

In compliance with the requirements set out in MAB Circular 9/2017, which makes it mandatory to contract this figure for the process of listing to the MAB, SOCIMIs segment, and maintaining this party while the Company is listed on said market, on 2 November 2017 the Company contracted Renta 4 Corporate, S.A. as a Registered Advisor.

As a result of this appointment, from that date onwards Renta 4 Corporate, S.A. has been assisting the Company to fulfil its obligations pursuant to Circular 16/2016.

Renta 4 Corporate, S.A. was authorised by the Board of Directors of the MAB as a Registered Advisor on 2 June 2008, as set out in MAB Circular 16/2016; it is included amongst the first 13 registered advisors approved by the Market.

Renta 4 Corporate, S.A. is a company of Renta 4 Banco, S.A. incorporated as Renta 4 Terrasa, S.A. through a public deed executed on 16 May 2001, for an indefinite period of time and is currently registered with the Mercantile Registry of Madrid in Volume 21918, Page 11, Section B, Sheet M-390614, holder of tax identification number A62585849 and with registered office at Paseo de la Habana, 74, Madrid. On 21 June 2005 it changed its corporate name to Renta 4 Planificación Empresarial, S.A.; the same change again took place on 1 June 2007 and the company name is the one it currently holds.

In the performance of its function as Registered Advisor, Renta 4 Corporate, S.A. acts, at all times, in accordance with the guidelines established in its Internal Code of Conduct.

In addition, Renta 4 Banco, S.A., which belongs to the same Group as Renta 4 Corporate, S.A., acts as an Agent and Liquidity Provider.

The Company and Renta 4 Banco, S.A. and Renta 4 Corporate declare that as of today’s date there is no relationship or link between them beyond the one constituted by the appointment of the Registered Advisor, Liquidity Provider and Agent Entity described above.

5.2. If the Information Memorandum includes any statement or third-party expert opinion, this will be referred to, including any qualifications and, where appropriate, any relevant interest held by the third party in the Issuer

In the framework of the process for listing of the Company shares to the MAB:

(i) [EY] with registered office at the Azca Tower, Raimundo Fernández Villaverde, 65 street, Madrid, has issued an independent valuation report on the Company's shares dated 17 July 2018. A copy of the aforementioned report is attached in Appendix VII of this Information Memorandum.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 118

(ii) Colliers International, S.L. with registered office at calle Velázquez 94, 5º derecha 28006, Madrid has issued an independent valuation report on the Company’s assets dated 27 April 2018. A summary of the aforementioned report is attached in Appendix VIII of this Information Memorandum.

5.3. Information regarding other advisors that have collaborated in the process of listing to the MAB-SOCIMIs

Apart from the advisors mentioned in other sections of this Information Memorandum, the following entities have provided advisory services to Castellana in relation to the listing of its shares on the MAB:

(i) Ashurst L.L.P., holder of tax identification number N0066146B and registered office at Alcalá, 44, Madrid, has provided legal advisory services.

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 119

APPENDIX I Communication to the Tax Agency on the option to apply the regime for SOCIMIs

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 120

APPENDIX II Consolidated annual accounts together with the directors’ report and audit report for the three-month financial year between 1 January 2018 and 31 March 2018

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APPENDIX III Individual annual accounts together with the directors’ report and audit report for the three-month financial year between 1 January 2018 and 31 March 2018

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 122

APPENDIX IV Consolidated annual accounts together with the directors’ report and audit report for 2017

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 123

APPENDIX V Individual annual accounts together with the directors’ report and audit report for 2017

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 124

APPENDIX VI Abridged individual annual accounts together with the audit report for 2016

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 125

APPENDIX VII Independent valuation report on the Company

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 126

APPENDIX VIII Independent valuation report on the real estate assets

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 127

APPENDIX IX Report on the Company’s organisational structure

Information Memorandum for the MAB Listing of Castellana Properties SOCIMI, S.A. July 2018 128