PROPOSED RESOLUTION TO THE ANNUAL SHAREHOLDERS’ MEETING OFMERLIN PROPERTIES, SOCIMI, S.A. CALLED FOR APRIL 5 AND APRIL 6, 2015, ON FIRST AND SECOND CALL, RESPECTIVELY
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ITEM FOUR ON THE AGENDA:
Appointment and reelection of directors, as appropriate. Setting of the number of Directors.
4.1.Reelection of Mr. Ismael Clemente Orrego as director, classified as executive director.
PROPOSED RESOLUTION:
“In accordance with the proposal from the Board of Directors, following a favorable report from the Appointments and Compensation Committee, to reelect and appoint as director of the Company Mr. Ismael Clemente Orrego, whose particulars are recorded at the Commercial Registry, for the bylaw term, and classified as executive director.”
4.2.Reelection of Mr. Miguel Ollero Barrera as director, classified as executive director.
PROPOSED RESOLUTION:
“In accordance with the proposal from the Board of Directors, following a favorable report from the Appointments and Compensation Committee, to reelect and appoint as director of the Company Mr. Miguel Ollero Barrera, whose particulars are recorded at the Commercial Registry, for the bylaw term, and classified as executive director.”
4.3.Ratification of the appointment by cooptation andreelection of Mr. Hammad Waqar Sajjad Khan as director, classified as nominee director.
PROPOSED RESOLUTION:
“In accordance with the proposal from the Board of Directors, following a favorable report from the Appointments and Compensation Committee, to ratify the appointment as directorof Mr. Hammad Waqar Sajjad Khan, whose personal particulars are recorded at the Commercial Registry, appointed by cooptation by a resolution of the Board of Directors adopted on August 31, 2015, and to reelect and appoint him as director of the Company, for the bylaw term, classified as nominee director.”
4.4.Ratification of the appointment by cooptation andreelection of Mr. John Gómez-Hall as director, classified as independent director.
PROPOSED RESOLUTION:
“In accordance with the proposal from the Board of Directors, and with the proposal, in turn, from its Appointments and Compensation Committee, to ratify the appointment as director of Mr. John Gómez-Hall, whose personal particulars are recorded at the Commercial Registry, appointed by cooptation by a resolution of the Board of Directors adopted on August 31, 2015, and to reelect and appoint him as director of the Company, for the bylaw term, classified as independent director.”
4.5Reelection of Mr. Fernando Javier Ortiz Vaamonde as director, classified as independent director.
PROPOSED RESOLUTION:
“In accordance with the proposal from the Board of Directors, and with the proposal, in turn, from its Appointments and Compensation Committee, to reelect and appoint as director of the Company Mr. Fernando Javier Ortiz Vaamonde, whose personal particulars are recorded at the Commercial Registry, for the bylaw term, classified as independent director.”
4.6Reelection of Ms. Ana María Garcia Fau as director, classified as independent director.
PROPOSED RESOLUTION:
“In accordance with the proposal from the Board of Directors, and with the proposal, in turn, from its Appointments and Compensation Committee, to reelect and appoint as director of the Company Ms. Ana María Garcia Fau, whose particulars are recorded at the Commercial Registry, for the bylaw term, classified as independent director.”
4.7Reelection of Ms. Maria Luisa Jordá Castro as director, classified as independent director.
PROPOSED RESOLUTION:
“In accordance with the proposal from the Board of Directors, and with the proposal, in turn, from its Appointments and Compensation Committee, to reelect and appoint as director of the Company Ms. Maria Luisa Jordá Castro, whose particulars are recorded at the Commercial Registry, for the bylaw term, classified as independent director.”
4.8Reelection of Mr. Alfredo Fernández Agras as director, classified as independent director.
PROPOSED RESOLUTION:
“In accordance with the proposal from the Board of Directors, and with the proposal, in turn, from its Appointments and Compensation Committee, to reelect and appoint as director of the Company Mr. Alfredo Fernández Agras, whose particulars are recorded at the Commercial Registry, for the bylaw term, classified as independent director.”
4.9Reelection of Mr. George Donald Johnston as director, classified as independent director.
PROPOSED RESOLUTION:
“In accordance with the proposal from the Board of Directors, and with the proposal, in turn, from its Appointments and Compensation Committee, to reelect and appoint as director of the Company Mr. George Donald Johnston, whose particulars are recorded at the Commercial Registry, for the bylaw term, classified as independent director.”
4.10.Setting of the number of members of the Board of Directors.
PROPOSED RESOLUTION:
“To set the number of members of the board of directorsat ten (10).”
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