SIGNIFICANT INFORMATION

Transcription

1 HISPANIA ACTIVOS INMOBILIARIOS SOCIMI, S.A. ( Hispania or the Company ), pursuant to article 17 of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, and in article 228 of the restated text of the Spanish Securities Market Act, passed through Royal Legislative Decree 4/2015, of 23 October 2015, hereby discloses the following SIGNIFICANT INFORMATION On the date hereof, the Board of Directors of the Company has agreed to call an Ordinary General Shareholders Meeting, that will be held in Madrid, at the Hotel Villamagna, Paseo de la Castellana 22, on 6 April 2017, at 10:00 am, on first call, and on 7 April 2017, at the same place and time, on second call, if the required first call quorum is not met. The notice of call, which will remain uninterruptedly accessible on the corporate website of the Company ( at least until the holding of the General Shareholders Meeting, is attached hereto. Likewise attached hereto are the proposed resolutions, the directors and the Appointments and Remunerations Committee s reports in relation to the different items of the Agenda for this General Shareholders Meeting. Such proposed resolutions and reports, together with the rest of the documentation relating to the General Shareholders Meeting, will be available to the shareholders of the Company at its registered office and on its corporate website ( as described in the notice of call. Madrid 2 March Hispania Activos Inmobiliarios SOCIMI, S.A. LEGAL NOTICE Hispania was incorporated for an indefinite duration as per its by-laws. However, and according to the prospectus filed in connection with the admission to listing of Hispania s shares on the Spanish Stock Exchanges, the company reminds its shareholders that its initially proposed value return proposal provides for the liquidation of the entire asset portfolio within six (6) years of the admission to listing without the need to submit such proposal to the shareholders for approval (alternatively, a favorable shareholder vote must be sought if the Board of Directors proposes to keep and actively manage all or part of the company s portfolio on a permanent basis). Translation of all the documentation regarding the Annual General Shareholder s Meeting was originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.

2 2 HISPANIA ACTIVOS INMOBILIARIOS, SOCIMI, S.A. NOTICE OF THE ORDINARY GENERAL SHAREHOLDERS' MEETING The Board of Directors of Hispania Activos Inmobiliarios, Sociedad Anónima (the Company) hereby calls the shareholders to the Ordinary General Shareholders' Meeting, to be held in Madrid, in Hotel Villamagna, Paseo de la Castellana, 22, on 6 April 2017, at 10:00 am at the first call, and on 7 April 2017 in the same time and place at the second call, if it cannot be held at first call as the necessary legal quorum is not present, in accordance with the following AGENDA ONE. TWO. THREE. FOUR. FIVE. SIX. SEVEN. Examination and, where appropriate, approval of (i) the individual annual financial statements of the Company for 2016 (comprising the balance sheet, income statement, statement of changes in equity, cash flow statement and the notes to the financial statements) and the management report; (ii) and the consolidated annual financial statements of the Company for 2016 (comprising the consolidated statement of financial position, consolidated income statement, consolidated statement of changes in net equity, consolidated cash flow statement and the notes to the consolidated financial statements) and the management report. Examination and, where appropriate, approval of the proposed allocation of profit or loss for the year ended 31 December Review and, where appropriate, approval of the management of the Board of Directors in Reelection of Ernst & Young, S.L. as the auditors of the accounts for the Company and the consolidated group for the years 2017, 2018 and Appointment of Mr. Benjamin Barnett as proprietary board member of the Company and conclusion of the total number of members of the Board of Directors of the Company as seven (7) Extension up to 31 December 2017 of the investment period limit date (Investment Period) as per the investment manager agreement (Investment Manager Agreement or IMA) signed as of 21 February 2014 with Azora Gestión, S.G.I.I.C., S.A.U. y Azora Capital, S.L. in its amended and valid version. Authorisation to the Board of Directors for the derivative acquisition of own shares in accordance with the limits and requirements set out in the Spanish Companies Law. Delegation of powers to the Board of Directors for the execution of this resolution. Revocation of previous authorisations.

3 3 EIGHT. NINE. TEN. ELEVEN. Approval of the Remuneration of the Board Member s policy. Approval of the reduction of the period of notice of Extraordinary General Meetings under Article 515 of the Spanish Companies Act. Delegation of powers to formalise and execute all the resolutions adopted by the Ordinary General Shareholders' Meeting, to convert them into a public document, and to interpret, amend, supplement, develop and register them. Consultative voting on the "Annual Report on Remuneration in the Company" for During the meeting, there will be a report on developments in the area of corporate management. SUPPLEMENT TO THE CALL AND PRESENTATION OF PROPOSED RESOLUTIONS In accordance with the provisions of Article 519 of the Spanish Companies Act, shareholders who represent at least three per cent (3%) of the share capital may request the publication of a supplement to this notice, including one or more points on the Agenda, provided that the new points are accompanied by a justification or justified proposed resolution, where appropriate, and present grounds for agreement on issues already included or that should be included on the Agenda of the notice. These rights must be exercised through notification with proof of receipt submitted to the Company's registered office (Calle Serrano 30, 2º izquierda, Madrid) within the five days following publication of this notice. The notification shall include the name or company name of the shareholder or shareholders making the request and the number of shares they hold. It shall be accompanied by the content of the justification, or any proposal or proposals that the shareholder makes, including where appropriate any documentation that is necessary or pertinent.

4 4 RIGHT TO ATTENDANCE The following may attend the Ordinary General Shareholders' Meeting: shareholders who hold at least 1,000 shares in the Company individually or as a group with other shareholders, provided the shares are entered in the corresponding register of book entries at least five days before the date of the Ordinary General Shareholders' Meeting, and who have the corresponding Attendance Card issued by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) or entities participating in these systems. The lack of a card may only be made good by the corresponding certificate of legitimacy that accredits compliance with the attendance requirements. For the purpose of identifying shareholders, o who legally represent them, at the entrance of the place where the Shareholder s Meeting will take place, the Company will be able to ask for identification, together with the voting card or the legal certificate of representation where applicable, the National Identity Card or other official document commonly accepted for identification purposes. As for legal person shareholders, these will need to provide copy of the relevant deeds providing sufficient representation powers. Pursuant to Article 11 of the Regulation of the General Shareholders' Meeting, it is noted that remote attendance to the Ordinary General Shareholders' Meeting by electronic or online means will not be available. RIGHT TO PROXY REPRESENTATION In accordance with the provisions of article 25 of the Bylaws, without prejudice to attendance by corporate entities that are shareholdings through the persons they have legally authorised to represent them, any shareholder with the right to attend in accordance with the above provisions may be represented at the Ordinary General Meeting of Shareholders by another person, even if that person is not a shareholder. The above is without prejudice to the provisions of section 3 of article 25 referred to above in relation to the possibility that the shareholders who do not hold the minimum number of shares required to attend the General Meeting may delegate the voting rights of their shares to another shareholder who has the right to attend, and to group together with other shareholders until they total the minimum number of shares required. Representation can always be revoked. As a general rule, the latest action carried out by the shareholders before the General Meeting will be deemed valid. In any event, personal attendance at the Ordinary General Shareholders' Meeting by the represented party shall be deemed to revoke the proxy representation. The proxy must be conferred specifically for each General Meeting for all the shares that are owned by the party represented, in writing or by the means of remote communication established for this purpose and within the corresponding period. If the proxy document does not indicate the specific person or persons to whom the shareholders delegates his proxy, it shall be understood to be granted in favour of the Chairman of the General Shareholders' Meeting, and in case of the Chairman's conflict of interest, in favour of the Secretary of the General Shareholders' Meeting. If the proxy

5 5 document does not include instructions for the exercise of the right to vote or doubts should arise regarding the scope of the proxy, the proxy shall be understood to refer to all the points on the Agenda, that it shall be in favour of all the proposals made by the Board of Directors in relation to the points on the Agenda, and that the instructions extend to the rest of the points not included in it but that may be dealt with in the General Meeting, with respect to which the proxy shall vote in the way considered most favourable to the interests of the authorising party, within the framework of the corporate interest. The exercise of the right to proxy representation shall also be governed by the provisions of the Spanish Companies Act, the Bylaws and the Regulation of the General Meeting of Shareholders. DISTANCE VOTING AND PROXY Shareholders may appoint a proxy and exercise their vote through distance communication before the Ordinary General Shareholders' Meeting is held, pursuant to article 25 and 26 of the Bylaws and articles 10 and 21 of the Regulation of the General Shareholders' Meeting, under the terms and conditions described on the Company's website ( The Company reserves the right to modify, suspend, cancel or restrict the mechanisms for distance voting and proxy for technical or security reasons. The Company shall not be responsible for any damage that may result to the shareholder from any faults, overloads, power cuts or connection failures, bad operation of the postal service or any other similar possibility for reasons outside the Company's control, which make it difficult or prevent the use of distance voting and proxy mechanisms. Pursuant to the above provisions, the Board of Directors has implemented the rules applicable to distance proxy appointment and voting before the General Meeting as follows: 1. VOTING BY DISTANCE MEANS OF COMMUNICATION In accordance with the provisions of article 26 of the Bylaws and article 21 of the Regulation of the General Shareholders' Meeting, the Company's shareholders may issue their vote on the proposals relating to issues on the Agenda of the General Shareholders' Meeting before the General Meeting is held, through distance means of communication. 1.1 Distance means of communication of votes The valid distance means of communicating votes are as follows:

6 6 (a) Postal delivery or correspondence Shareholders who wish to vote by post must complete and sign the "Distance Voting" section on the Attendance, Proxy and Distance Voting Card issued on paper by the entity participating in IBERCLEAR in which they have deposited their shares. After signing by hand the "Distance Voting" section on the Attendance, Proxy and Distance Voting Card, the shareholder may send it: (i) By hand, by post, or equivalent courier service to: Hispania Activos Inmobiliarios, S.A. SOCIMI, (Junta General de Accionistas), Calle Serrano, 30, 2º izquierda, Madrid. (ii) By delivery at the entity participating in IBERCLEAR in which their shares are deposited. If the Attendance, Proxy and Distance Voting Card issued by the entity participating in IBERCLEAR does not include a section on "Distance Voting" or is incomplete, the shareholder wishing to vote by delivery or by post must download and print on paper from the Company's website ( the Attendance, Delegation and Distance Voting Card, filing it in and signing it together with the attendance card issued by the entity participating in IBERCLEAR. Once the two cards are filled in and signed by hand, the shareholder may send them to: (i) (ii) By hand, by post, or equivalent courier service to: Hispania Activos Inmobiliarios, S.A. SOCIMI (Junta General de Accionistas), Calle Serrano, 30, 2º izquierda, Madrid. By delivery at the entity participating in IBERCLEAR in which their shares are deposited. (b) Electronic communication Shareholders of HISPANIA ACTIVOS INMOBILIARIOS, S.A. SOCIMI wishing to send their vote electronically to the Company must do so through the Company's website ( accessing the space dedicated to the 2017 General Shareholders' Meeting, Electronic Voting and Proxy Voting section, and following the procedures set out there. In accordance with the provisions of the Bylaws and the Regulation of the General Shareholders' Meeting, the mechanism for electronic voting must be provided with the due guarantees to ensure authenticity and identification of the shareholders who exercises the right to vote. For this purpose, the shareholder who sends his vote by electronic means to the Company must have an approved or advanced electronic signature available, based on an approved and valid electronic certificate, under the terms of the Electronic Signature Act 59/2003 of 19 December, issued by the Spanish Public Certification Authority (CERES), part of the Royal Mint (Fábrica Nacional de Moneda y Timbre - Real Casa de la Moneda FNMT- RCM), or an electronic national ID (DNIe). Before the end of the deadline for voting, the shareholder may consult or revoke the electronic vote made earlier via the Company's website, following the instructions specified for this purpose on the said website.

7 7 1.2 Specific rules for distance voting Distance voting as included in the above section shall only be valid if the vote is received by the Company at least twenty-four hours before the date planned for the first call of the General Shareholders' Meeting. Otherwise the vote shall be deemed to be not issued. Shareholders who vote by post or via electronic means and do not tick one or any of the boxes for voting on the points of the Agenda shall be understood to wish to cast their votes in favour of the respective proposals made by the Board of Directors. Shareholders who issue their distance votes in the terms indicated above shall be considered as present with respect to the constitution of the Company's General Shareholders' Meeting. In the case of proposed resolutions not made by the Board of Directors or on points not included on the Agenda of the meeting, distance votes shall, unless expressly indicated otherwise, be understood to be granted in favour of the Chairman of the General Meeting or, if the Chairman has a conflict of interest, in favour of the Secretary of the General Shareholders' Meeting, who will vote as they believe to be most favourable to the interests of the shareholder in question, within the framework of the corporate interest. 2. PROXY BY DISTANCE MEANS OF COMMUNICATION In accordance with the provisions of article 25 of the Bylaws and article 10 of the Regulation of the General Shareholders' Meeting, the Company's shareholders with the right to attend may appoint a proxy at the General Shareholders' Meeting through distance means of communication before the General Meeting, provided that the proxy granted, the identity of the proxy and the represented party and the security of electronic communications are fully guaranteed. 2.1 Means for conferring a proxy The valid distance means of communication for granting a proxy are as follows: (a) Postal delivery or correspondence To grant a proxy, shareholders must complete and sign by hand the corresponding "Proxy" section on the Attendance, Proxy and Distance Voting Card issued on paper by the entity participating in IBERCLEAR in which they have deposited their shares. Shareholders may submit the Attendance, Proxy and Distance Voting Card duly filled in and signed: (i) By hand, by post, or equivalent courier service to: Hispania Activos Inmobiliarios, S.A. SOCIMI (Junta General de Accionistas), Calle Serrano, 30, 2º izquierda, Madrid. (ii) By delivery at the entity participating in IBERCLEAR in which their shares are deposited.

8 8 If the Attendance, Proxy and Distance Voting Card issued by the entity participating in IBERCLEAR does not include a section on "Proxy" or is incomplete, the shareholders wishing to appoint a proxy through delivery by hand or by post must download and print on paper from the Company's website ( the Attendance, Delegation and Distance Voting Card, filing it in and signing it together with the section corresponding to "Proxy" of the Attendance, Proxy and Distance Voting card issued on paper by the entity participating in IBERCLEAR. Once the two cards are filled in and signed by hand, the shareholder may submit them via the means and to the addresses indicated in the sub-sections (i) and (ii) of the above paragraph. The proxy must be accepted by the representative; if not, it is not considered valid. The proxy is accepted by signing in the space provided for this purpose in the "Proxy" section of the Attendance, Proxy and Distance Voting Card. The proxy representative may only vote on behalf of his authorising party by attending the General Meeting in person. For this purpose, and so that the Company may check the proxy granted, the proxies must identify themselves via DNI or passport on accessing the premises where the General Meeting is held, accompanied where appropriate by a copy of the corresponding proxy. (b) Electronic communication Shareholders of Hispania Activos Inmobiliarios, S.A. SOCIMI wishing to appoint a proxy by electronic means of communication with the Company must do so through the Company's website ( accessing the space dedicated to the 2017 General Shareholders' Meeting, Electronic Voting and Proxy Voting section, and following the procedures set out there. In accordance with the provisions of the Bylaws and the Regulation of the General Shareholders' Meeting, the electronic mechanism for appointing a proxy must include the necessary guarantees to ensure the authenticity of the proxy granted and identification of the proxy and authorising party. For this purpose, the shareholder who appoints a proxy by electronic means of communicating with the Company must have an approved or advanced electronic signature available, based on an approved and valid electronic certificate, under the terms of the Electronic Signature Act 59/2003 of 19 December, issued by the Spanish Public Certification Authority (CERES), part of the Royal Mint (Fábrica Nacional de Moneda y Timbre - Real Casa de la Moneda FNMT-RCM), or an electronic national ID (DNIe). Shareholders who appoint a proxy by electronic means undertake to notify the person they appoint as proxy. If the Chairman of the General Meeting, a director, or the Secretary of the Board of Directors of Hispania Activos Inmobiliarios, S.A. SOCIMI is appointed proxy, this notification shall be understood to have been made when the Company receives the said electronic proxy. The proxy must be accepted by the representative; if not, it is not considered valid. To accept the proxy, all the electronic proxies granted, except in the case of the Chairman of the Board of Directors, a director or the Secretary of the Board of Directors, must be printed, signed and presented together with identifying documentation by the designated proxies on accessing the premises where the General Shareholders' Meeting is held, accompanied where appropriate by a copy of the corresponding proxy, so that the Company can check the proxy granted.

9 9 The proxy representative may only vote on behalf of the authorising party by attending the General Meeting in person. Before the end of the deadline for appointing a proxy, the shareholder may consult or revoke the electronic proxy granted earlier via the Company's website, following the instructions specified for this purpose on the said website. 2.2 Specific rules for appointing a proxy by distance means of communication For the validity and conformity with the provisions of the Regulation of the General Shareholders' Meeting, the proxies granted by means of distance means of communication must be received by the Company at least twenty-four hours before the date planned for the first call of the General Shareholders' Meeting. Otherwise the proxy shall be deemed to be not granted. When the proxy has been validly granted in accordance with the provisions in these rules on the remote appointment of proxies, the number of shares represented shall be used in calculating the valid constitution of the General Meeting. If instructions have been issued by the shareholder represented, the proxy shall vote in accordance with these instructions and shall have be obliged to follow these instructions for a year from the time the General Meeting is held. The proxy representative may represent more than one shareholder, with no limit in terms of the number of shareholders represented. When a proxy representative represents more than one shareholder, he may vote differently according to the instructions given by each shareholder. The documents in which the proxies for the General Shareholders' Meeting are listed must include at least the following information: (i) Date of the General Shareholders' Meeting and the Agenda. (ii) Identity of the authorising party and the proxy representative. If the proxy is not be specified, it shall be understood to be granted in favour of the Chairman of the General Shareholders' Meeting, without prejudice to the provisions below in the case of a conflict of interest. (iii) Number of shares held by the shareholder granting the proxy. (iv) Instructions issued by the shareholder granting the proxy on how to vote on each of the points on the Agenda. The Chairman of the General Shareholders' Meeting, or persons designated by his mediation, shall be understood to have the powers to determine the validity of the proxies granted and compliance with the requirements for attending the General Meeting.

10 10 If the proxy has been validly granted in accordance with the law or Regulation of the General Meeting, but no instructions are included in it on how to vote, or there are doubts on the person appointed as proxy or the scope of the proxy, it shall be understood that, save indications to the contrary, (i) the proxy shall be deemed to be granted in favour of the Chairman of the General Shareholders' Meeting, or in case of a conflict of interest, in favour of the Secretary of the General Shareholders' Meeting; (ii) the proxy refers to all the proposals on the Agenda of the General Meeting; (iii) the proxy shall vote is in favour of all the proposals made by the Board of Directors in relation to the points included on the Agenda; and (iv) the proxy also extends to the points not included on the Agenda and in relation to the proposed resolutions not formulated by the Company's Board of Directors, with respect to which the proxy representative shall vote as he considers is most favourable to the interests of the authorising party, within the framework of the corporate interest. The powers of proxy representation are understood without prejudice to the law governing cases of family representation and granting of general powers of attorney. Before his appointment, the proxy representative must inform the shareholder in detail on any situation of conflicts of interest. If the conflict is subsequent to the appointment and the shareholder represented has not been warned of its possible existence, he must be informed of it immediately. In both cases, if no new precise voting instructions are received for each of the issues on which the proxy has to vote in the name of the shareholder, he must abstain from voting. For the purpose of the provisions of articles 523 and 526 of the Companies Act (Companies Act), it is noted that the Chairman of the Board of Directors, as well as any other member of the Board of Directors (i) may be in a situation of conflict of interest with respect to points eight and eleven of the Agenda; and (ii) would be in a situation of conflict of interest in the cases included in sections a), b), c) or d) of article of the Companies Act (appointment, re-election, ratification as administrator, removal, replacement or resignation of directors, exercise of shareholder agreements for the responsibility of approval or ratification of corporate operations with the director in question) that may be presented outside the Agenda in accordance with the law. With respect to all these, if the authorising party has not given precise voting instructions, the proxy shall be understood to be granted to the Secretary of the General Shareholders' Meeting, unless expressly indicated otherwise. 3. RULES ON PRIORITY AND OTHER PROVISIONS 3.1 Rules on priority between proxy, distance voting and personal attendance at the General Meeting Priority between proxy, distance voting and personal attendance Personal attendance at the General Shareholders' Meeting by the shareholder who has appointed a proxy or voted remotely beforehand, whatever the means used for the vote, shall invalidate this proxy or vote. In addition, a valid vote personally issued by the shareholder by any means of distance communication indicated in the above section 1 will render void any proxy made by electronic means or by the delivery by hand or posting of the form on paper of the section

11 11 corresponding to "Proxy" on the Attendance, Proxy or Distance Voting Card printed on paper, whether before, in which case it shall be understood as revoked, or subsequently, in which case it shall be understood not to be made Priority according to the distance means of notification used If a shareholder validly grants a proxy by electronic means, and at the same time grants one by a card printed on paper, the latter shall prevail over the former, regardless of their respective dates. Equally, a vote validly issued by a handwritten signature of the card printed on paper shall render void that issued by electronic means, whether it is issued before or after Priority between proxies and votes issued by hand delivery or post. If a shareholder validly grants various proxies or validly issues various votes through delivery by hand or post, the latest proxy or vote, respectively, received by the Company shall prevail Priority between proxies and votes issued by electronic means. If electronic means are used, only one electronic action is permitted for each type of operation (one vote and one proxy). Once the electronic proxy or vote has been issued, it may be revoked but not modified through the website. It may only be modified by personal attendance at the General Meeting by the shareholder who issued it or by the submission of the printed Attendance, Proxy and Distance Voting Card by post or equivalent means, or delivery of the printed form within the established deadline. 3.2 Other provisions Both the proxy and the vote issued remotely shall be void if the shares are disposed of with the Company's knowledge. Any of the co-holders of a share deposit may vote, delegate their vote or attend, and the rules of priority established in this section shall be applicable between them. For the purpose of article 126 of the Companies Act, it is assumed that the co-holder who may any time carry out an action (delegation, vote or personal attendance) has been designated by the rest of the coholders to exercise shareholder rights. The electronic document completed by the shareholder through the Company's website and authorised by his approved electronic signature shall, for the purposes of complying with the provisions of the Regulation of the General Shareholders' Meeting for proxy representation and submission of votes by electronic means, be considered to be a copy in unalterable electronic format of the Attendance, Proxy and Distance Voting Card. Shareholders who vote by post or via electronic means and do not tick one or any of the boxes directing how to vote with respect to the points of the Agenda shall be understood to wish to vote in favour of the respective proposals made by the Board of Directors.

12 12 Similarly, shareholders who grant their proxy by post or via electronic means and do not tick one or any of the boxes directing how to vote with respect to the points of the Agenda shall be understood to wish to vote in favour of the respective proposals made by the Board of Directors. Similarly, the validity of the proxy granted and the vote issued by distance means of communication is subject to a check against the file provided by Sociedad de Gestion de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR), on the status of the shareholder. In case of discrepancy between the number of shares communicated by the shareholder who grants a proxy or votes by distance means of communication and the number appearing in the registers of book entries communicated by IBERCLEAR, the number of shares declared by IBERCLEAR shall be considered valid for the purpose of quorum and voting, unless proved to the contrary. The Company shall make available to the shareholders on its website the forms that must be used for proxies and distance voting. If there are any technical problems in accessing them, shareholders may write to junta@hispania.es. Shareholder are exclusively responsible for the storage of their electronic signatures for voting or granting a proxy in electronic format. The Company reserves the right to modify, suspend, cancel or restrict the mechanisms for remote voting and proxy for technical or security reasons. The Company also reserves the right to request the shareholders to provide any additional means of identification it considers appropriate to guarantee the identity of those taking part, the authenticity of the vote and the proxy granted; and, in general, the legal security of the Ordinary General Shareholders' Meeting. The Company shall not be responsible for any damage that may result to the shareholder from any faults, overloads, power cuts or connection failures, bad operation of the postal service or any other similar event for reasons outside the Company's control, which make it difficult or prevent the use of remote voting and proxy mechanisms. Computer applications for the exercise of the right to vote and proxy through electronic means shall be closed 24 hours before the planned date for holding the General Shareholders' Meeting at the first call. 3.3 Special rules Shareholders who are legal persons and not resident in Spain must use the Investor Relations phone ( ) to check whether the distance voting and proxy mechanisms may be adapted with the necessary guarantees to their particular situation. If the shareholder is a legal person, it must notify the Company of any modification or revocation of the powers of its representative. The Company therefore declines any liability until such notification is given.

13 13 RIGHT TO INFORMATION Any shareholder of the Company, will have the right to examine at the registered office (Calle Serrano 30, 2º izquierda, Madrid) and to ask for immediate and free delivery or submission, following notice of the call of the General Meeting, of the following: (i) the individual and consolidated annual reports and management reports of Hispania Activos Inmobiliarios, S.A. SOCIMI (and its subsidiaries) corresponding to the year ended 31 December 2016, as well as the corresponding audit report and the declaration of accountability of the directors in relation to these annual accounts referred to by Article 118 of the Securities Market Act; and (ii) the integrated text of the proposed resolutions and required reports from the directors in relation to points five and seven, as well as other documentation that must be made available to shareholders for this General Meeting at the registered office and/or be sent immediately and freely on request. All the documents referred to above may be consulted and downloaded on the Company's website ( Similarly, and in accordance with the provisions of article 7.1 of the Regulation of the General Shareholders' Meeting, the shareholders may also examine at the registered office the full text of the remaining documents (including the Annual Report on Corporate Governance corresponding to the year ended 31 December 2016, the report by the Board of Directors related the year ended 31 December 2016 as well as other proposals for resolutions that are subjected to the Company's General Shareholders' Meeting, either of a final or consultative nature. In addition, and in virtue of articles 197 and 520 of the Companies Act, from the publication of the notice of the meeting to the fifth day (inclusive) before the planned holding of the General Shareholders' Meeting at first call, the shareholders may request the directors for any information or clarifications they consider appropriate with respect to the issues included on the Agenda, or submit any questions they consider pertinent in writing. In addition, the shareholders may ask the directors in writing and within the same deadline, for any clarifications they consider appropriate regarding the information accessible to the public that the Company may have provided to the National Securities Market Commission (CNMV) since the last General Meeting was held, and about the auditor's reports referred to above. In accordance with Article 7 of the Regulation of the Company's Board of Directors, the requests exercising the right to information by the shareholders may be made by delivery of the request at the registered office or through remittance to the Company to Calle Serrano 30, 2º izquierda, Madrid, or by to junta@hispania.es. In this case, and with the aim of providing the system with the appropriate guarantees of authenticity and identification of the shareholders exercising their right to information, each shareholder must note in the said their name and surname(s) (or registered office) and the number of shares he owns. Under article 539 of the Companies Act, and unless the shareholder indicates otherwise, the requests for information received at the indicated above may be processed by the Company through an answer sent to the address of the shareholder making the request. The Board of Directors shall provide the information requested in writing until the day of the General Shareholders' Meeting. Also, during the General Shareholders' Meeting, the shareholders may request orally any information or clarifications they consider appropriate regarding the issues included on the Agenda, as well as any clarifications they consider appropriate about the information available to the public that may have been provided by the Company to the CNMV since the last General Meeting, and regarding the auditor's reports. If the rights of the shareholders can

14 14 not be satisfied at that time, the Board of Directors shall provide the information requested in writing within seven days following the end of the General Shareholders' Meeting, except in the cases where it is legally inadmissible or the current law permits such information not to be provided. DOCUMENTATION AVAILABLE ON THE COMPANY'S WEBSITE Without prejudice to the right to information referred to above, from the publication of the notice of the General Shareholders' Meeting and until it is held, the Company will publish the following documents and information on a permanent basis on its website ( a. The notice of the meeting. b. The total number of shares and voting rights on the date of the notice. c. The individual and consolidated annual accounts and management reports of Hispania Activos Inmobiliarios, S.A. SOCIMI (and its subsidiaries) corresponding to the year ending 31 December 2016, as well as the statements of responsibility of the directors on its content and the corresponding audit reports. d. The complete text of the proposed resolutions corresponding to all the points of the Agenda of the General Shareholders' Meeting, as well as (i) in relation to point five of the Agenda, the justified proposal by the Appointments and Remuneration Committee in relation to the Appointment of Benjamin Barnet who has the identity, curriculum and the relevant category, and (ii) in relation to the point eight of the Agenda, the remuneration policy which approval will be subject to vote with the relevant justified proposal of the Appointments and Retributions Committee. e. The annual report on the Remuneration of Directors corresponding to 2016, which is subject to consultative voting under point eleven of the Agenda. f. The rules applicable to proxy representation and voting through distance means of communication and the documentation needed for this purpose. g. The Attendance, Proxy and Distance Voting Card. h. The operating rules of the Electronic Shareholder Forum. i. The Annual Corporate Governance Report corresponding to j. Company By-laws. k. The Regulation of the General Shareholders' Meeting. l. The Regulation of the Board of Directors.

15 15 m. The valid requests for information, queries or questions from shareholders in the exercise of their rights to information and the answers that may be provided by the directors. SPECIAL INFORMATION INSTRUMENTS In virtue of the provisions of articles of the Companies Act and 7.10 of the Regulation of the General Shareholders' Meeting, the Company's has made the Electronic Forum for Shareholders available on its website, from the time of the notice of the General Shareholders' Meeting and until it is held. Shareholders or duly constituted groups of shareholders can take part in the forum with the due guarantees, with the aim of making communication between them easier before the General Meeting. The rules of operation and the form that must be filled in to take part in this Forum are available at the Company's website ( ATTENDANCE OF THE NOTARY AT THE GENERA MEETING The Board of Directors has agreed to request the presence of the Notary Public to keep an official record of the Company's General Shareholders' Meeting, in accordance with article 203 of the Companies Act in relation to article 101 of the Regulation of the Companies Register and of article 24.2 of the Regulation of the General Shareholders' Meeting. DATA PROTECTION Personal data provided by shareholders to the Company in the exercise of their rights to attend, delegate and vote, and on the occasion of the next General Shareholders' Meeting, or data that are provided by entities in which these shareholders have deposited their shares, will be treated by the Company (and included in a file for which the Company is responsible) with the aim of managing and supervising the shareholder list and the notice, organisation and holding of the General Meeting, as well as compliance with its legal obligations. These data shall be provided to the Notary Public who attends the General Shareholders' Meeting and may be provided to third parties in the exercise of the right to information provided for by law, or accessible to the public to the extent that they are included in the documentation available on the website or are made public at the General Shareholders' Meeting. The rights to access, amendment, cancellation or objection may be exercised by the owner of the personal data, in accordance with the provisions of the Personal Data Protection Act 15/1999 of 13 December, in writing to the registered office of the Company, at calle Serrano 30, 2º izquierda, Madrid. If the Distance Attendance, Proxy and Voting card includes data of a personal nature referring to natural persons other than the holder, the shareholder must receive the consent of the holders to transfer the personal data to the Company, inform them of the content of the above paragraphs, and comply with any other requirements that may be applicable for the correct transfer of the personal data to the Company. In this case, the Company may not carry out any additional action.

16 16 GENERAL INFORMATION The registration desks for shareholders will be open from 09:00 am on the date the General Meeting is held. Although two calls are planned, the quorum necessary is expected to be present at the first call, so the General Meeting is expected to be held at first call, in other words on 6 April Shareholders who do not vote in favour of the resolution corresponding to point 5.3 of the Agenda, on matters including the creation of an ancillary obligation, may if they so decide exercise their corresponding rights in accordance with articles 346 and 348 of the Companies Act. For aspects related to the General Shareholders' Meeting not included in this notice, the shareholders may consult the Regulation of the General Shareholders' Meeting, available on the Company's website ( All the information and documentation relating to the General Shareholders' Meeting are available for shareholders on the Company's website ( For any additional information related to exercising their rights in relation to the General Shareholders' Meeting, shareholders may send an to the address junta@hispania.es. Madrid, 2 March Joaquín Hervada Yáñez. Secretary of the Board of Directors.

17 Agreement proposals to be submitted for the approval of the General Meeting of Shareholders of the Company 17

18 FIRST.- Examination and approval, as the case may be, of (i) the individual annual accounts of the Company for 2016 (comprising the balance sheet, income statement, statement of changes in equity, cash flow statement and annual report) and management report; and (ii) the consolidated annual accounts of the Company for 2016 (comprising the consolidated statement of financial position, the consolidated comprehensive income statement, the consolidated statement of changes in equity, the consolidated cash flow statement and consolidated explanatory notes) and the management report. Approval of (i) the individual annual accounts of Hispania Activos Inmobiliarios SOCIMI, S.A. for 2016 (comprising the balance sheet, income statement, statement of changes in equity, cash flow statement and annual report) and management report; and (ii) the consolidated annual accounts of Hispania Activos Inmobiliarios SOCIMI, S.A. for 2016 (comprising the consolidated statement of financial position, the consolidated comprehensive income statement, the consolidated statement of changes in equity, the consolidated cash flow statement and consolidated explanatory notes) and the management report, prepared by the Board of Directors in the meeting of 27 February Page 1

19 SECOND.- Examination and approval, as the case may be, of the proposal of application of the profit of financial year ending 31 December Approval of the proposal of application of the profit presented by the Board of Directors in the meeting of 27 February 2016 and explained below: DISTRIBUTION AMOUNT Profit for the 2016: EUR 37,952, DISTRIBUTION Legal reserve: EUR 3,795, Interim dividend (*) : EUR 16,999, Dividend: EUR 17,157, (*) On 24 November 2016 the Board of Directors agreed to distribute a dividend to shareholders of EUR 16,999, charged to the profit of 2016, which was paid to the shareholders of the Company on 30 November Consequently, to distribute, charged to the profit for the year ending 31 December 2016, a total gross dividend amount of EUR 17,157,214.23, authorising the Board of Directors of the Company, with express power of substitution, to carry out all necessary or appropriate actions to enable the distribution of said amount and, in particular, but not limited to, to carry out (i) the calculation of the specific amount to be distributed per company share (being able, to this end and according to the number of shares in circulation and treasury shares held by the Company, to round down the total gross amount for distribution so that the amount per share can be expressed in cents of a Euro; and (ii) the designation of the entity which, as the case may be, shall act as the paying agent. On the other hand, in accordance with what is set forth in article 56 of the Articles of Association of the Company, it is hereby stated that those who are registered in the accounting records of the Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR) [Spanish Central Securities Depository] at 23:59 hours of the day on which the Ordinary General Shareholders Meeting of the Company approving this agreement (record date) is held, shall be entitled to receive the dividend. The payment of this dividend will be made on 10 April 2017 (payment date). The payment of the dividend shall be made via the Participant Depository Entities of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (IBERCLEAR) and its participant entities, after any tax withholdings which may be of application, as the case may be, in accordance with applicable tax legislation. Page 2

20 THIRD.- Examination and approval, as the case may be, of the management carried out by the Board of Directors in financial year Approval of the company management and the actions carried out by the Board of Directors of Hispania Activos Inmobiliarios SOCIMI, S.A. during the financial year ending on 31 December Page 3

21 FOURTH.- Re-election of Ernst & Young, S.L. as the accounts auditor of the Company and its consolidated group for 2017, 2018 and 2019 Following the proposal from the Audit Committee, re-election of the company Ernst & Young, S.L. as accounts auditor Hispania Activos Inmobiliarios SOCIMI, S.A. and its consolidated group, to carry out the audit of 2017, 2018 and 2019, authorising the Board of Directors, with express power of substitution, to enter into the service provision agreement, with the clauses and conditions it may deem appropriate, and authorised in addition to make any modifications thereto that may be relevant in accordance with the legislation in force from time to time. The corporate address of Ernst & Young, S.L. is in Madrid, Plaza Pablo Ruiz Picasso, 1, Edificio Torre Picasso, 28020, and its tax identification number is B It is entered in the Mercantile Register of Madrid in Tome 12,749, Book 0, Folio 215, 8th Section, Sheet M-23123, and in the Official Register of Accounts Auditors (ROAC) under number S0530. Page 4

22 FIFTH.- Appointment of Mr. Benjamin D. Barnett, as Proprietary Director of the Company and establishment of the number of members of the Board of Directors at seven (7). In accordance with the Board of Directors proposal, following a report from the Appointment and Remuneration Committee, to appoint Mr. Benjamin D. Barnett, a U.S. citizen, with business address in 56 Conduit Street, W1S2YZ, London, United Kingdom, as Board Member of the Company for the statutory term of two (2) years, as a Proprietary Board Member and, therefore, to set the number of members of the Board of Directors at seven (7). Page 5

23 SIXTH.- Extension to 31 December 2017 of the deadline of the Investment Period under the Investor Manager Agreement entered into on 21 February 2014 with Azora Gestión, S.G.I.I.C., S.A.U. and Azora Capital, S.L. in its novated version in force. With regard to the Investment Manager Agreement entered into on 21 February 2014 between the Company and Azora Gestión, S.G.I.I.C., S.A.U. and Azora Capital, S.L., in its novated version in force, and in response to the request made by Azora Gestión, S.G.I.I.C., S.A.U., the extension of the deadline of the end date of the so-called Investment Period under said agreement to 31 December 2017 (included) has hereby been agreed. Page 6

24 SEVENTH.- Authorisation granted to the Board of Directors to acquire treasury shares in accordance with the limits and requirements set forth by the Capital Companies Act. Delegation of powers to the Board for execution of this agreement. Revocation of previous authorisations. To expressly authorise the Board of Directors in accordance with what is set forth in article 146 of the Capital Companies Act, to purchase shares of Hispania Activos Inmobiliarios SOCIMI, S.A. under the following conditions: 1. Acquisition modalities.- The acquisitions may be carried out directly by the Company or indirectly via the Group companies, and these may be formalised, via a single or multiple transactions, as sales/purchases, swaps or any other modality permitted by the law. 2. Maximum number of shares to be acquired.- The nominal value of the shares to be acquired, as the case may be, plus that of the shares already owned whether directly or indirectly shall not exceed the maximum percentage that is legally permitted from time to time. 3. Minimum and maximum price.- The minimum purchase price of the shares shall be their nominal value and their maximum price shall be the higher of (i) the weighted average value of the shares of the Company in the session immediately previous to the date on which the transaction is to take place, as this price appears in the Official Trading Bulletin of la Bolsa de Madrid (Madrid Stock Exchange), or (ii) 105% of the price of the shares of the Company on the electronic trading platform at the time of acquisition. 4. Term of authorisation.- This authorisation is granted for a maximum term of five (5) years as of the date of this agreement. To expressly authorise the Board of Directors so that it may in turn delegate to the Executive Committee or to any of the members of the Board of Directors, in accordance with what is set forth in article 249 bis l) of the Capital Companies Act the powers granted to it under this agreement shall are delegatable. For the purposes of what is set forth in the second paragraph of letter a) of article of the Capital Companies Act, it is hereby expressly stated that the express authorisation for the acquisition of Company shares is granted to any of its subsidiaries, under the same abovementioned terms. As a result of the acquisition of shares, including those which the Company or person acting on his own name but on behalf of the Company should have acquired previously and be included in the portfolio, the resulting equity may not be less than the share capital plus legal or statutory restricted reserves, all in accordance with what is set forth in letter b) of article of the Capital Companies Act. It is hereby expressly stated that the shares acquired as a result of this authorisation may be used both for the sale or amortisation thereof. Page 7

25 In whatsoever remains unused, this authorisation renders null and void the authorisation granted by the General Meeting of Shareholders of the Company held on 29 June 2015 in the twelfth item of the Agenda concerning the acquisition of treasury shares. 8

26 EIGHTH.- Approval of the Directors Remuneration Policy. Approval of the Remuneration Policy for Company Directors prepared by the Board of Directors in accordance with the criteria set forth in 529 novodecies of the Capital Companies Act and whose text has been made available to this General Meeting when the meeting was called (the Remuneration Policy). The Remuneration Policy is applicable to financial years 2018, 2019 and The Remuneration Policy proposed for approval is based on the Report and proposal received from the Appointment and Remuneration Committee, which the Board of Directors has accepted in full and is in line with the remuneration system set forth in article 38 of its Articles of Association. In addition, the Board of Directors considers that the Remuneration Policy presented for approval is in reasonable proportion with the importance of the Company, is adapted to its financial situation and is in accordance with the market standards of comparable companies, as well as being compatible with the strategy, objectives, values and interests of the Company. Page 9

27 APPENDIX Board Member s Remuneration Policy Page 10

28 REMUNERATION POLICY OF THE BOARD MEMBERS OF HISPANIA ACTIVOS INMOBILIARIOS, SOCIMI S.A.

29 REMUNERATION POLICY REMU CONTENTS CONTENTS INTRODUCTION GENERAL PRINCIPLES DIRECTORS' REMUNERATION SYSTEM REMUNERATION OF THE EXECUTIVE DIRECTORS VALIDITY... 4

30 REMUNERATION POLICY REMU 1. INTRODUCTION According to the provisions of article 529 novodecíes of the Capital Companies Act, in its wording according to Law 31/2014, of 3 December, amending the Capital Companies Law for the improvement of corporate governance (Capital Companies Act), the General Shareholders Meeting is responsible for approving the remuneration policy for directors, at least every three years, as a separate agenda item. The Board of Directors of Hispania Activos Inmobiliarios, SOCIMI S.A. (the Company or Hispania) at the suggestion of the Appointments and Remuneration Committee, agreed in its meeting dates 2 March 2017, to propose to the General Shareholders Meeting the approval of the remuneration policy for the directors of Hispania (the remuneration policy). The above-mentioned Remuneration Policy should conform to the remuneration system established in the Company Statutes. In relation to this, the statutory base of the present Remunerations Policy in the article 38 of the Company Statutes. 2. GENERAL PRINCIPLES The remuneration policy of Hispania is based on the following principles: Proportionality and adaptability Remuneration must be sufficient and adapted to the effective dedication, qualifications and responsibilities of the Directors, but must not compromise the independence of non-executive Directors. o o It shall comply with market circumstances, and the fixed remuneration of Directors at comparable listed companies, and take into account the importance of the Company and its economic situation at all times. The remuneration system must be orientated towards fostering the Company's long-term profitability and sustainability. Transparency. Directors' remuneration will be reported in the notes to the annual accounts, the Annual Corporate Governance Report, and in the Annual Report on Directors' Remuneration, breaking down the figures for each Director and specifying the different items paid, in accordance with prevailing regulations. Involvement Individual remuneration paid to Directors for performing their collegiate supervisory and decision-making duties shall be determined by the Board of Directors, as part of the maximum fixed amount set by the General Shareholders Meeting, according to the positions held by the Directors in the collegiate body and their membership of and attendance at the various Committees, as well as, if applicable, other objective circumstances which the Board may take into consideration. Notwithstanding the above, given that, in line with the motion to amend the Articles of Association to be tabled at the General Shareholders Meeting, only independent Directors shall be remunerated for their position. 3. DIRECTORS' REMUNERATION SYSTEM According to the provisions of article 38 of the Company Statutes, only the independent directors receive remuneration for discharging their administrative responsibilities, consisting of a fixed annual amount either monetary or in kind.

31 REMUNERATION POLICY REMU The Board of Directors will determine this amount for each independent director and the form of payment, taking account of their responsibilities on the Board, their membership of and attendance at the various committees and, where appropriate, any other objective criteria. In accordance with the provisions of article 38.2 of the Company Statutes, and in the articles and 529 septdecíes of the Capital Companies Act this regard, it is proposed at the General Shareholders Meeting that the maximum annual amount payable to all the Company's Directors in their capacity as such will be 380,000. This amount shall remain in force until the General Shareholders Meeting resolves to amend it. Similarly, and without prejudice to the foregoing, Hispania will reimburse any documented travel expenses incurred by Directors in order to attend Board meetings and meetings of the Board committees on which they serve, and may take out civil liability insurance policies for its Directors. 4. REMUNERATION OF THE EXECUTIVE DIRECTORS If Hispania should decide to appoint executive directors, the Board of Directors will be responsible for setting their remuneration for the performance of their executive functions in the terms legally established, as well as the terms and conditions of their contracts. Should this occur, the Remuneration Policy should be adapted to specify the annual amount of remuneration, and any changes for the period covered by the Policy, the various parameters used to set the variable components and the main terms and conditions of the contracts signed pursuant to article 249 of the Corporate Enterprises Act, including, in particular, the duration, compensation for the early termination or termination of the contractual relationship and any post-contractual exclusivity, non-competition, seniority or loyalty agreements. 5. VALIDITY According to the provisions of article 529 novodecíes of the Capital Companies Act, the present Remunerations Policy will be applicable to the remuneration of Hispania's directors for the years 2018, 2019 and 2020, unless the General Shareholders Meeting of Hispania should adopt a resolution amending it while it is in force.