2.1.- Examination and approval, as applicable, of the proposed application of earnings relating to the fiscal year ending on 31 December 2017.

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1 ONE.- Examination and approval, as applicable, of the (i) Company s individual annual statements for the fiscal year 2017 (comprising the statement of financial position, profit and loss account, statement of changes in equity, statement of cash flows, and memorandum) and the management report; and (ii) the Company's consolidated annual accounts for the fiscal year 2017 (comprising the consolidated statement of financial position, the consolidated statement of profit and loss, the consolidated statement of changes in equity, the consolidated statement of cash flows, and the consolidated explanatory notes) and the management report. Approve (i) the individual annual accounts of Hispania Activos Inmobiliarios SOCIMI, S.A. for the fiscal year 2017 (statement of financial position, profit and loss account, statement of changes in equity, statement of cash flows, and memorandum) and the management report; and (ii) the consolidated annual accounts of Hispania Activos Inmobiliarios SOCIMI, SA for the year 2017 (comprising the consolidated statement of financial position, the consolidated statement of profit and loss, the consolidated statement of changes in equity, the consolidated statement of cash flows, and the consolidated explanatory notes) and the management report, all prepared by the Board of Directors at its meeting on 26 February Page 1

2 TWO.- Examination and approval, as applicable, of the proposed application of earnings relating to the fiscal year ending on 31 December 2017, and application and distribution of the issue premium Examination and approval, as applicable, of the proposed application of earnings relating to the fiscal year ending on 31 December Approve the application of earnings for the fiscal year 2017, in accordance with the proposal of the Board of Directors at its meeting of 26 February 2017, which amounts to a loss of NINETY-NINE MILLION FOUR HUNDRED NINETY-FOUR THOUSAND SEVEN HUNDRED EIGHTY EUROS, NINETY-TWO CENTS ( 99,494,780.92) to Negative Earnings for Previous Years Application of issue premium to compensate for Negative Earnings for Previous Years. After applying the loss identified in point 2.1. charge to the Company's issue premium reserve, an amount of NINETY-NINE MILLION FOUR HUNDRED NINETY-FOUR THOUSAND SEVEN HUNDRED EIGHTY EUROS, NINETY-TWO CENTS ( 99,494,780.92) to compensate for the Negative Earnings for Previous Years Extraordinary distribution of the issue premium up to the amount of 60,000,000 Euro. To partially distribute the issue premium reserve of the Company for a total gross amount of up to 60,000,000 Euros (equivalent to per outstanding share in the Company). The extraordinary distribution of the issue premium will be made in a single payment within the fourth quarter of the fiscal year 2018, and is conditional, at the proposed payment date, on the earnings obtained by the Company from the end of the fiscal year ending 31 December 2017 until the distribution date not allowing the Company to issue an interim dividend for the year 2018 for a total gross amount of up to 60,000,000 Euro, in accordance with the provisions contained in article 277 of the Capital Companies Act,. Furthermore, to empower the Board of Directors of the Company, with express powers of substitution, to proceed to: (a) (b) (c) verify that on the date on which it is proposed to make the distribution, the condition for proceeding to the distribution of the issue premium under this agreement is met; determine the specific date on which said distribution must be carried out, provided it is within the fourth quarter of the 2018 fiscal year; determine the specific amount to be distributed as regards the relevant payment, up to a maximum amount of 60,000,000 Euro, in view of both the earnings obtained and the number of shares outstanding at that time, as well as of the treasury shares held by the Company. For this purpose, the total gross amount to be distributed as regards the

3 relevant payment may be rounded down in order that the amount per share may be expressed in Euro cents; (d) designate the entity that will act as payment agent, as applicable. The distribution will be carried out through the Participating Depository Entities in the company Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR), after withholding any amounts, if relevant, which arise from the tax regulations in force. 2.4 Extraordinary distribution of the issue premium for a gross amount of up to 32,000,000 Euro. To partially distribute the Company's issue premium reserve for a total gross amount of up to 32,000,000 Euro (equivalent to per outstanding share in the Company), in order to permit the distribution to shareholders of the net cash received by the Company in relation to the sales of private residential assets completed during the past year and carrying out the sale of the Aurelio Menéndez office building. Furthermore, to empower the Company's Board of Directors with express powers of substitution, so that, in relation to those sales transactions of the aforementioned assets actually completed, it carries out all and any necessary, useful or simply convenient actions in order to proceed with the distribution of the premium at an amount equivalent to the net cash generated by them, in either one or several payments, including in particular, and without limitation, that it act to: (a) (b) (c) determine the specific date or dates that said distribution should take place, which shall not be later than 30 June 2018; determine the specific amount to be distributed as regards the relevant payment, in view of both the net cash received by the Company from the asset sales transactions and the number of outstanding shares at that time, as well as of the treasury shares held by the Company. For this purpose, the total gross amount to be distributed as regards the relevant payment may be rounded down in order that the amount per share may be expressed in Euro cents; designate the entity that shall act as payment agent, as applicable. The distribution will be carried out through the Participating Depository Entities in the company Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR), after withholding any amounts, if relevant, which arise from the tax regulations in force. Finally, to empower the Board of Directors to suspend performance of this agreement as regards that element of the distributable amount relating to those sales transactions of assets that have not been completed within the specified deadline, submitting the revocation or renewal of this

4 agreement for the unused element to the next Ordinary General Meeting of Shareholders.

5 THREE. - Examination and approval, as applicable, of the management performed by the Board of Directors during the year To approve the management of the company and all activity carried out by the Board of Directors of Hispania Activos Inmobiliarios SOCIMI, S.A. during the fiscal year ending on 31 December Page 5

6 FOUR. - Re-election of Board Members Re-election of Mr Rafael Miranda Robredo. In accordance with the proposal of the Board of Directors, and, in turn, the proposal of its Appointments and Remuneration Committee, re-elect Mr Rafael Miranda Robredo, whose details are included in the Companies Register, as a director of the Company for a statutory period of two (2) years, as an independent director Re-election of Mr José Pedro Pérez-Llorca y Rodrigo. In accordance with the proposal of the Board of Directors and, in turn, the proposal of its Appointments and Remuneration Committee, re-elect Mr. Jose Pedro Perez-Llorca y Rodrigo, whose details are included in the Companies Register, as director of the Company for a statutory period of two (2) years, as an independent director Re-election of Mr Joaquín Ayuso García. In accordance with the proposal of the Board of Directors and, in turn, the proposal of its Appointments and Remuneration Committee, re-elect Mr. Joaquín Ayuso García, whose details are included in the Companies Register, as director of the Company for a statutory period of two (2) years, as an independent director Re-election of Mr Luis Alberto Mañas Antón. In accordance with the proposal of the Board of Directors and, in turn, the proposal of its Appointments and Remuneration Committee, re-elect Mr. Luis Alberto Mañas Antón, whose details are included in the Companies Register, as director of the Company for a statutory period of two (2) years, as an independent director Re-election of Ms. María Concepción Osácar Garaicoechea. In accordance with the proposal of the Board of Directors and, in turn, the proposal of its Appointments and Remuneration Committee, re-elect Ms. María Concepción Osácar Garaicoechea, whose details are included in the Companies Register, as director of the Company for a statutory period of two (2) years, with the category of another external director Re-election of Mr Fernando Gumuzio Iñiguez de Onzoño. In accordance with the proposal of the Board of Directors and, in turn, the proposal of its Appointments and Remuneration Committee, re-elect Mr. Fernando Gumuzio Íñiguez de Onzoño, whose details are included in the Companies Register, as director of the Company for a statutory period of two (2) years, with the category of another external director. As a result of the re-election of the members of the Board of Directors, its number shall be set at seven (7). Page 6

7 FIVE. - Authorisation for the sale of the Company's portfolio of offices and subsequent extraordinary distribution of the issue premium Authorisation for the sale of the Company's portfolio of offices To approve and authorise, for the purposes of the provisions of section f) of Article 160 of the Capital Companies Law, whose Consolidated Text was approved by Royal Decree 1/2010 of 2 July (Capital Companies Act), the sale of all the assets comprising the portfolio of offices owned by the Company and its subsidiaries (the Portfolio of Offices). The aforementioned sale of the Portfolio of Offices may be made through a single transaction or in several, selling assets individually one by one or in a group, until complete divestment of the Portfolio of Offices. This agreement is part of the development strategy defined for the Company by the Investment Manager, and is the result, in particular, of the completion of the investment term (Investment Period) on 31 December 2017 under the Management Contract (Investment Manager Agreement), agreed to on 21 February 2014 by the Company and its Investment Manager and Azora Capital, SL, in its current novated version. The foregoing is understood to apply, notwithstanding the approval by the Company Shareholders General Meeting that, as appropriate and having regard to the actual circumstances it may be necessary to obtain in relation to any transactions carried out in the context of the sale of the Portfolio of Offices, in accordance with the provisions of paragraph f) of the Article 160 of the Capital Companies Law Extraordinary distribution of issue premium To approve the partial distribution of the Company s issue premium reserve for a total gross amount of up to 215,000,000 Euro (equivalent to per outstanding share of the Company) for the purpose of allowing distribution to the shareholders of the net cash received by the Company in connection with the divestment of the Portfolio of Offices, which must take place prior to the holding of the next Ordinary General Meeting of Shareholders. Furthermore, to empower the Company's Board of Directors with express powers of substitution, so that, in relation to those sales transactions actually completed, it carries out all and any necessary, useful or simply convenient actions in order to proceed with the distribution of the premium at an amount equivalent to the net cash generated by them, in either one or several payments, including, in particular, and without limitation, that it act to: (a) (b) determine the specific date or dates on which said distribution should take place, which must always be prior to the date fixed for the next Ordinary General Meeting; determine the specific amount to be distributed as regards the payment, in view both of the net cash received by the Company for the relevant asset sale transactions performed and the number of outstanding shares at that time, as well as of the treasury shares held by the Company. For this purpose, the total gross amount to be distributed in the relevant payment may be rounded down in order that the amount per share may be expressed in Euro cents; and Page 7

8 (c) designate the entity that shall act as payment agent, as applicable. The distribution will be carried out through the Participating Depository Entities in the company Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR), after withholding any amounts, if relevant, which arise from the tax regulations in force. Finally, to empower the Board of Directors to suspend performance of this agreement as regards that element of the distributable amount relating to those sales transactions of assets that have not been completed within the specified deadline, submitting the revocation or renewal of this agreement for the unused element to the next Ordinary General Meeting of Shareholders.

9 SIX. - Authorisation for the pledge of assets by the Company for the purposes of article 160 f) of the Capital Companies Act. Within the framework of the financing operation entered into by the Company on 26 February 2018 (the Financing), and by virtue of the financing agreement signed on that date for a maximum amount of 770,383,755 (the Financing Agreement) by the Company being financed, Bay Hotels & Leisure SOCIMI, S.A, Bay Hotels Canarias, S.L.U. and Sahara Propco, S.L.U. as guarantors, and various banking entities as funders (the Financing Entities), the Company undertook to set up one or several rights of lien over all the shares and/or holdings representing the capital stock of Bay Hotels & Leisure SOCIMI, S.A, Bay Hotels Canarias, S.L.U. and Sahara Propco, S.L.U., as well as any other subsidiaries that at any time have the status of Guarantor under the Financing Agreement, in the event that six (6) months after the signing of the Financing Agreement, the Company does not issue a bond or enter into an alternative financing agreement whose purpose is the repayment of Tranche A1, Tranche A2 and Tranche A3 of the Financing Agreement (the Syndicated Financing Liens). The aforementioned lien rights must be constituted as a guarantee of the obligations assumed by the Company by virtue of (i) the Financing Agreement, and (ii) the interest rate coverage agreements signed on the same date with certain Financing Entities as providers of coverage, in accordance with the financial transactions framework contract model (CMOF) issued by the Spanish Banking Association (AEB) and the Spanish Confederation of Savings Banks (CECA), and their relevant annexes, developed and supplemented under the terms of the confirmation document (the Coverage Agreements). In addition, the Company plans to sign a financing agreement for a maximum amount of 100,000,000 with the European Investment Bank (EIB) for the purpose of financing capital investments (capital expenditure) in the Company's various assets and those of its subsidiaries (the EIB Financing). In the event that such agreement is ultimately signed by the Company, the EIB may require that one or several lien rights of the same rank be granted on all the shares and/or holdings representing the capital of the aforementioned subsidiaries in guarantee of the obligations assumed by the Company under the EIB Financing (the EIB Liens, and, along with the Syndicated Financing Liens, the Guarantees). In light of foregoing, for the purposes of the provisions of section f) of article 160 and article 511 bis. of the Capital Companies Law, whose Consolidated Text was approved by Royal Decree 1/2010 of 2 July (the Capital Companies Act), and any other applicable legal effects, to approve (i) the issue by the Guaranteeing Company in favour of the Financing Entities, in their capacity as financing entities or coverage providers, and of the EIB, as applicable, under the terms established in the Financing Agreement and the EIB Financing, as the case may be, as well as agreement by the Company to whatever legal acts and businesses (related) that may be necessary or convenient for the implementation of the foregoing. Finally, for the purposes of article 161 of the Capital Companies Act, to instruct the Board of Directors to carry out all activities dealing with administration, maintenance, and disposal that may be necessary or convenient for the issuance Guarantees, carrying out any business transactions that it deems appropriate, authorising it in its entirety even when involving cases self-employment, multi-representation or conflict of interest. Page 9

10 SEVEN. - Authorisation to waive the exercise of the right of early termination due to a change of Investment Manager provided for in the Management Agreement (Investment Manager Agreement) signed on 21 February 2014, among others, with Azora Gestión, S.G.I.I.C., S.A.U., in its current novated version. To authorise the waiver by the Company of the right to early termination that it may have in accordance with the provisions of Clause 12.3 (c) of the Management Agreement (Investment Manager Agreement) signed on February 21, 2014 by the Company with Azora Gestión, S.G.I.I.C., S.A.U (the Investment Manager) and Azora Capital, S.L, in its current novated version, as a result of the submission of an offer to subscribe shares between qualified national and international investors by Azora Altus, SL, the parent company of the group of companies to which the Investment Manager belongs,.

11 EIGHT. - Information on the amendment of the Board of Directors Regulations. The Company s General Shareholders' Meeting is informed of the amendment of certain articles of the Company s Board of Directors Regulations, approved by the Board of Directors at its meeting held on 26 February 2017 in order to amend article 38 (The Appointments and Remuneration Committee) to include, among the powers of the Appointments and Remuneration Committee, a power to ensure that any conflicts of interest do not damage the independence of the external advice provided to that Committee. This is in accordance with the provisions of recommendation 50 of the Code of Good Governance of Listed Companies. Page 11

12 NINE. - Approval of the reduction of the notice period for Extraordinary General Shareholders Meetings under the terms of article 515 of the Capital Companies Act. In accordance with the provisions of article 515 of the Capital Companies Law, it is agreed to authorise and approve that, until the holding of the next Ordinary General Shareholders' Meeting, the Company s Extraordinary General Shareholders Meetings may be convened with a minimum advance notice of twenty-one (21) days, provided that the Company offers the shareholders the effective possibility of voting by electronic means accessible to all of them. Page 12

13 TEN. - Delegation of powers for the formalisation and execution of all agreements adopted by the Ordinary General Shareholders' Meeting, for their validation as public instruments, as well as for their interpretation, correction, supplementation, development and registration. Notwithstanding the delegations included in the previous agreements, to delegate members to the Board of Directors, with express power of delegation, in turn, to the Executive Committee, any Director or the Secretary to the Board, so that they may execute the resolutions adopted by this Ordinary General Shareholders' Meeting, to the extent necessary under the law, being able for such purpose, to: (a) Develop, clarify, specify, interpret, complete, and correct them. (b) Carry out any legal acts or business transactions that may be necessary or convenient to execute the agreements, grant any public or private documents deemed necessary or convenient to achieve their full effectiveness, and correct any omissions, defects or errors, in substance or form, that may prevent their submission to the Companies Register. (c) (d) Delegate, to one or several of its members, all or part of the powers that they deem appropriate from amongst the powers the Board of Directors has and of those expressly attributed to them by this General Shareholders' Meeting, either jointly or severally. Make determinations on any other matters as necessary, adopting and executing all necessary agreements, as well as formalising specific documents and completing as many procedures as may be appropriate, acting to fulfil whatever requirements are necessary in accordance with the law for the fullest execution of that agreed to by this Ordinary General Shareholders' Meeting. Page 13

14 ELEVEN. - Consultative vote on the Annual Report on Company Remuneration for the fiscal year Approve, in an advisory capacity, the Annual Report on Company Remuneration for the fiscal year Page 14