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Realia Business

November 2014

Investment opportunity

Legal disclaimer

The information contained in this document is subject to change without notice. Neither Hispania Activos Inmobiliarios, S.A. (the “Company”) nor Hispania Real, Socimi,

S.A.U. (the “Offeror” and together with the Company, the “Companies”) nor any of its affiliates, advisors or agents makes any representation or warranty, express or implied,

as to the accuracy or completeness of any information contained or referred to in this document. Each of the Companies and its affiliates, advisors or agents expressly

disclaims any and all liabilities which may be based on this document, the information contained or referred to therein, any errors therein or omissions therefrom.

Neither the Companies, nor any of its affiliates, advisors or agents undertakes any obligation to provide the recipients with access to additional information or to update this

document or to correct any inaccuracies in the information contained or referred to therein.

Certain statements in this document may be based on the internal analyses of the Companies, which involve certain assumptions and estimates. These internal analyses may

not have been verified by any independent sources and there can be no assurance that the assumptions or estimates are accurate.

Additionally, certain information contained herein may be based on management accounts and estimates of the Companies and may not have been audited or reviewed by the

Companies’ auditors. Recipients should not place undue reliance on this information. The financial information included herein may have not been reviewed for accuracy or

completeness and, as such, should not be relied upon.

This presentation may include forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may

cause such actual results, performance or achievements, or industry results, to be materially different from those expressed or implied by these forward-looking statements.

Forward-looking statements speak only as of the date of this presentation and the Companies expressly disclaims any obligation or undertaking to release any update of, or

revisions to, any forward-looking statements in this presentation, any change in their expectations or any change in events, conditions or circumstances on which these

forward-looking statements are based.

This information is provided to the recipients for informational purposes only and recipients must undertake their own investigation of the Company, the Offeror and the

transaction herein described. The information provided herein is not to be relied upon in substitution for the recipient's own exercise of independent judgment with regard to

the operations, financial condition and prospects of the Company, the Offeror and the target company of the transaction herein described.

This presentation shall not be taken, transmitted into, disclosed, diffused, send, published or distributed in the United States, Canada, Australia or Japan. In particular, the

tender offer will not be made, directly or indirectly, in the United States of America, or by use of mails, or any means or instrumentality (including, without limitation, facsimile

transmission, telephone and internet) of interstate or foreign commerce of, or any facilities of any national securities exchange of, the United States, Canada, Australia or

Japan. This presentation shall not be taken, transmitted into, disclosed, diffused, send, published or distributed in other jurisdictions or territory in which its publication or the

offers referred to herein might be illegal or would require any registration or filing of additional documentation, and the persons that receive this presentation will not be

allowed to publish it in, distribute or send it to such jurisdictions or territories. This presentation does not constitute an extension into the United States, Canada, Australia or

Japan of any offer mentioned in this presentation, nor does this presentation constitute or form part of an offer to sell securities or the solicitation of an offer to buy securities

in the United States or any other jurisdiction. The securities mentioned in this presentation have not been and will not be registered under the U.S. Securities Act of 1933, as

amended (the “Securities Act”), or the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”) and may not be offered or sold in the United States

absent registration or exemption from registration under the Securities Act. There will not be any public offering of securities in the United States.

In reviewing this presentation, the recipient is agreeing to and accepting the foregoing restrictions and limitations.

The Company was incorporated for an indefinite duration as per its by-laws. However, and according to the prospectus published in connection with the admission of the

shares in the capital of the Company on the Spanish Stock Exchanges, the Company reminds its shareholders that the initially proposed Value Return Proposal implies the

liquidation of all its asset portfolio within the six (6) years following admission to listing, without the need to submit such initial Value Return Proposal to the shareholders for

approval, unless the Company´s Board proposes to keep and actively manage all or some of the Company´s portfolio on a permanent basis, in which case, the favorable vote

of the relevant majority of shareholders will be required.

2

Azora – today's presentation team

Azora – today's presentation team

Javier Rodríguez-Heredia

Head of Offices and

Corporate Restructuring

Former McKinsey and former

MD of Business Development

and International divisions

of CESA

Member of Hispania´s

Investment Committee

Cristina García-Peri

MD Business Development

Former ECM Iberian Head at

Merrill Lynch and former

EMEA Head of Corporate

Equity Derivatives at JPM



Fernando Gumuzio

Founding partner

Former GM of Santander

Asset Management, Private

Banking & Insurance



Juan del Rivero

Chairman of Azora’s Board

Former partner of Goldman

Sachs and CEO of Goldman

Sachs for Iberia



3

Transaction overviewSection 1

Realia Business simplified corporate structure

5

Realia Business

(“RB”)

Development BusinessCommercial Business

Consolidated reported GAV: €1,872 million (Dec-13)1

Consolidated net debt: €1,075 million (Q3 2014)2

Realia Patrimonio (“RP”)

Commercial property

Commercial

properties

Consolidated reported GAV: €1,348m Consolidated net debt: €303m2

Land Residential

Consolidated

reported GAV: €524mConsolidated net

debt: €773m2

Source: RB

Notes:

1 Adjusted by the sale of RB’s stake in SIIC de Paris

2 Reported figures as of 30 September 2014

Offices Retail

Planigesa

Hermanos

Revilla

51%

10%

76%

1,604

290

793

20 541

GAV

Bankia24%2

Other41%2

FCC

35%2

The transaction – Unlocking RB’s value

Sources: RB

Notes:

1 Includes office, retail and logistics assets only

2 Resulting stakes as a consequence of the partial conversion of the SAREB’s shareholders' loan partial into equity

RB current capital structure (€m) (in attributable terms)

RP

net debt

Other RB

net debtEPRA

NAV

102%

LTV

Yielding1 assets

6

67%

LTV

RB syndicated

loan

Total assets

As of September 2014, RB had an LTV

of 67% over its reported attributable

GAV, and 102% LTV over the reported

attributable GAV of its yielding assets

within RP

The RB syndicated loan lenders have a

100% pledge on RP shares as well as

a mortgage over the rest of RB assets

In this context, RB recapitalization is

the only feasible alternative to restore

the balance of RB's capital structure

Hispania proposes RB shareholders a feasible alternative to recapitalise the company and unlock the

value in its high quality portfolio

Transaction steps – Key considerations on RB acquisition execution

7

Agreement with

RB lendersExclusive agreement with RB syndicated loan lenders has been reached and

signed ahead of launching the VTO

VTO3VTO at €158 million1 for 100% of RB’s voting rights. The VTO will be subject to

a minimum acceptance level of 55%2

Exclusive

agreement with

lenders execution

Acquisition of 50% of the RB syndicated loan at a blended valuation of c.€625

million, which implies a c.21% discount to face value

RB capital

increase to be

launched and

executed within

the following 6

months

RB‘s Board of Directors to call an EGM to approve a capital increase at a price in

line with the VTO for the repayment in full of the RB syndicated loan at par

(expected size of €800 million)

The rights issue will be fully backstopped by Hispania Real and the lenders of the

RB syndicated loan and it will be structured in two rounds

First round: rights issue open to all RB’s shareholders

Second round: conversion of the RB syndicated loan for the unsubscribed

amount of the first round, at its nominal value

Source: Hispania Real

Notes:

1 The total consideration for the 100% of RB would be €151 million if SAREB's partial conversion of its shareholders' loan on February 15, 2015 does no occur

2 52.5% considering SAREB‘s partial conversion into equity of its outstanding loan (scheduled for February 15, 2015 at €2.02 per share)

3 Stands for Voluntary Tender Offer

Full RB recapitalisation is envisaged in coordinated steps, resulting in a minimum 50.1% ownership in

RB by Hispania Real

1

2

3

4

Funds flow (€m)

na

83-158

313

Hispania Real

final stake in RB

ranging from

50.1% to 58.2%,

with a total

deployment of

€393-€470 million

Hispania

>50%

Other

RB post recapitalisation

Once the recap is completed, RB will be a very sound and attractive company

Sources: RB and FactSet as of 21 November 2014

Notes:

1 Includes office, retail and logistics assets only

2 Using the outstanding RB syndicated debt amount as of September 2014

8

541

1.334793

270 1,604

EPRA NAV RB synd. loan swappedto equity

PF EPRA NAV Net debt GAV

26%

LTV

17,2 17,1

Colonial Testa

Yielding1 assets

17%

LTV

Total assets

RB post recapitalisation (€m)2

(in attributable terms)

Trading of listed peersPremium/(discount) to NAV (%)

Post implementation, conversion of RB into an independent listed SOCIMI, with a clear focus on rental assets

(development business segment to be discontinued)

Listed Spanish peers with prime assets and a stabilised capital structure currently trade at a premium to NAV

Resolve RB’s recapitalisation puzzle

Transaction pillars

9

The transaction will successfully recapitalise RB and enable a number of initiatives to be implemented

creating value both for RB's and Hispania's shareholders

Key transaction benefits for both Hispania and RB shareholders

1

Create a sustainable capital structure

• Spanish peers with sustainable gearing and a strong asset base currently trading at premiums to NAV

2

Focus business on yielding assets; create a high grade Spanish listed portfolio concentrated in Madrid

• Implement capex plan to reposition rental assets, selective disposals, sharpen the focus on asset

management effort and exit residential and commercial development business

3

Establish a shareholder dividend policy structured through the SOCIMI regime

• RB is expected to be converted into an independent listed SOCIMI, with a stable and predictable long-term

dividend policy

4

Hispania, as a stable controlling shareholder, will enable to unlock and maximize RB’s value

RB office portfolio overview and Hispania Real's strategy

High quality portfolio, centred on Madrid, including singular assets not directly accessible in the market

Puerta Europa

Madrid

Area: CBD

GLA: 28,424

sqm

Floors: 27

Pkg units: 351

Torre Realia BCN

Barcelona

Area: BD

GLA: 31,960

sqm

Floors: 24

Pkg units:

399

Source: RB, Jong Lang Lasalle H1 2014 Madrid and Barcelona Office Market Report

Notes:

1 Breakdown based on 2013 consolidated reported GAV

2 Based on RB reported values

Castellana 41

Madrid

Area: CBD

GLA: 4,583

sqm

Floors: 7

Pkg units: 66

10

Hispania Real's strategy

Active tenant management to re-gear leases and

increase occupancy

Selective repositioning of assets through

targeted redevelopment capex

Optimized cost management

Los Cubos

c/ Albacete, 5.

Madrid

Area: BD

GLA: 18,324 sqm

Floors: 9

Pkg unis: 334

15

20

25

30

35

40

45

2002 2004 2006 2008 2010 2012 H1 2014Madrid Barcelona

Prime rent evolution (€/sqm/month)

GAV split by city and business area1

Assets 28+

Total GLA (sqm) 242,144

Attr. GAV

(€m)

Reported: 710

Acquisition: 599

Key stats

Attr. CV

(€/sqm)

Reported: 3,810

Acquisition: 3,215

Lease

profile

>50% of the

leases expire

after 2016

Occupancy 90.9%

Hispania's

ERV in-yield6.2%

5.3%ERV yield2

Madrid84%

Barcelona14%

Sevilla2%

Split by City

CBD44%

BD35%

Other21%

Split by Business Area

Assets to reposition

Key assets

RB retail portfolio overview and Hispania Real's strategy

11

Concentration of highly consolidated shopping centres that dominate their catchment areas

2 Santiago de Compostela: 50% of the

shopping centre and 100% of the land

1 Madrid: 1 retail park, 1 shopping

centre, 1 fitness centre and 2 urban

retail units

3 Guadalajara: 1 shopping centre

4 Soria: 1 shopping centre

6 Lisbon: 1 shopping centre

5 Murcia: 1 shopping centre

El Ferial Plaza

Guadalajara

Use: Shopping

Centre

GLA: 31,997 sqm

Retail spaces:

124

Parking units:

2,000

As Cancelas

Santiago de

Compostela (La Coruña)

Use: Shopping Centre

GLA: 50,000 sqm

Retail spaces: 140

Pkg units: 2,500

Key assets

GAV split by geographical area1Key stats Hispania Real's strategy

8.3%

Maintain category-killer market positions of key

shopping malls

Increase occupancy through selective

redevelopment and tenant mix initiatives

Source: RB, Knight Frank Research “Spain Commercial Property Market Report 2014”

Notes:

1 Based on RB total reported attributable values

2 Based on RB reported values

Spanish consumer confidence index (%)

Plaza Nueva

Leganés (Madrid)

Use: Retail park

GLA: 51,603 sqm

Retail spaces: 34

Pkg units: 2,987

Assets

Total GLA (sqm)

Attr. GAV

(€m)

Attr. CV

(€/sqm)

Lease

profile

Occupancy

Hispania's

ERV in-yield

ERV yield2

10

139,706

Reported: 320

Acquisition: 266

Reported: 2,333

Acquisition: 1,939

c.60% of the

leases expire

after 2016

87.6%

6.9%

0

20

40

60

80

100

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

RB residential and landbank overview and Hispania Real's strategy

12

Residential and landbank portfolio to be progressively sold down

1.084936

806 817 722

2011 2012 2013 Q3 2013 Q3 2014

52.9 25.2 24.3 10.6 22.1

274 148 131 78 120

Units sold (#) Revenues for sold units (€m)

Residential & landbank portfolio overview

Land plot location1 Land plot stage of development2

Source:RB

Notes:

1 As % of consolidated reported GAV

2 As % of total buildable sqm

Hispania Real's strategy

Acceleration of residential stock sales

Selective development of residential and

commercial land plots

Disposal of land bank portfolioCenter46%

Levante19%

Andalucia15%

Catalonia13%

Canary Islands

4%International

3% Development36%

Urban Non-Consolidated

9%

Urban Consolidated

28%

Rural27%

Residential Stock evolution (# units) Under current sale conditions, it would take

6 to 7 years to dispose of current stock

After the planned discount on selling price

levels, the stock is expected to be fully

divested in 18 to 24 months

Total: €378 million Total: c.1,950,000 sqm

BD55%

Others45%

CBD27%

BD43%

Others30%

Madrid70%

Barcelona27%

Others3%

Madrid78%

Barcelona19%

Others2%

1,025612

413

Hispania'sinitial GAV

RB adjustedattributable GAV

Hispania'sGAV post transaction

A transformational deal for Hispania – A high quality rental portfolio which up-scale Hispania’s position

13

Rents generated by the RB rental portfolio in 2013

have been adjusted by

• Disposal of the stake in SIIC de Paris

• Non-attributable rents from the asset portfolio of

Hermanos Revilla

A transformational

deal for Hispania in

terms of size and

quality of the rental

asset portfolio

Increasing exposure

to the Madrid office

market…

…with a high quality

portfolio with a large

exposure to the

CBD/BD areas3

RB rental portfolio

will multiply

Hispania’s stable

rental generation

capacity

Source: RB and Hispania Real

Notes:

1 Hispania’s attributable GAV, including estimated acquisition costs and the attributed estimated committed capex for 2014-2015

2 Including RB, in terms of attributed GAV and assuming a 50.1% stake of Hispania Real in RB

3 Hispania and RB office assets classification is based on the categories used currently in RB’s reports, just for comparison reasons and notwithstanding that Hispania could modify this classification criteria in the future

4 Development and commercial land assets adjusted following Hispania Real’s criteria

Attributable GAV2: €225 million Attributable GAV: €581 million

HISPANIA1 Pro-forma1,2 HISPANIA1,3 Pro-forma1,2,3

Attributable GAV2: €225 million Attributable GAV: €581 million

Hispania’s GAV post-transaction, adjusted by the development and commercial land assets (€m)

Hispania’s asset portfolio will

multiply by 2.5x

1

Assuming 50.1% of RB’s

attributable GAV

€27.4

million

Accounts for 50.1%

attributable rents of the

rental portfolio of RB in

2013

Very attractive entry

price

Hispania Real will entry in RB at a very attractive price given

• Optimal stage in the cycle to enter commercial assets in Spain

• The acquisition of 50% of the RB syndicated loan at a c.21% discount to face value

• The adjustment in finished residential units and landbank assets due to an acceleration disposal program

Residential14%

Offices57%

Hotels9%

Retail16%

Land & Others

5%

4

Pricing considerationsSection 2

RP (€m)

Rental Business 1,043 1,043 0.0%

Commercial Land 55 13 (76.4)%

Total GAV 1,098 1,056 (3.8)%

Net Debt/(cash) 290 290 0.0%

NAV RP 808 766 (5.2)%

RB Development (€m)

Residential 1401 95 (32.1)%

Landbank 3662 70 (80.9)%

Total GAV 506 165 (67.4)%

Net Debt/(cash) 773 773 0.0%

NAV RB (267) (608) nm

TOTAL RB GAV 1,604 1,221 (23.9)%

VTO pricing3 considerations

15

Hispania Real VTO price fully captures the current value of RB’s rental business while adjusting land

valuation to prevailing market prices and higher execution challenges

Of the combined 24% discount to RB GAV, 88% is attributed to the adjustment is in landbank

and 12% is attributed to residential finished units

RB

attributable

reported

Hispania

Real VTO

% /

attributable

reported

Source: RB and Hispania Real’s estimates

Notes:

1 Reported GAV as of 31st December 2013. Estimated value as of 30th September 2014 is €119 million, implying a 20.2% discount


3 The Bid is voluntary and the price has been set freely by the Bidder under article 13.5 of Royal Decree 1066/2007, without the Bidder providing an independent expert appraisal report on RB's shares and,

accordingly, without the price being considered fair under Royal Decree 1066/2007

The price offered for RP is €766

million, with full value recognition for

the rental business (yielding assets)

The price offered for residential and

commercial landbank is adjusted to

the existing market conditions

• RB will enter into an orderly but

accelerated disposal plan of the

landbank

The adjustment in residential finished

units reflects a more dynamic sale

strategy of the stock and our returns

Hispania Real discount on the acquisition of 50% of the RB syndicated loan

Hispania Real’s final acquisition price is very attractive fostered by the discount obtained from the

lenders (c.21%) on the RB syndicated loan purchase and enables Hispania to reach its target return

16

The resulting cost allocation for Hispania shows attractive entry levels for the rental business

RP (€m)

RP GAV 1,098 889 (19.0)%

Net Debt/(cash) 290 290 (0.0)%

NAV RP 808 599 (25.9)%

Residential 1402 95 (32.1)%

Landbank 3663 70 (80.9)%

Total GAV 506 165 (67.4)%

Net Debt/(cash) (20) (20) (0.0)%

NAV RB 526 185 (64.8)%

TOTAL RB GAV 1,604 1,054 (34.3)%

TOTAL RB NAV 1,334 784 (41.2)%

NAV per share (€) 0.68 0.40

RB attributable

reported GAV

Hispania Real

acquisition cost1

%/attributable

reported GAV

RB Development (€m)

Post-

recap


Note

1 Considering final ownership of 50.1%



1.334

951784

270

270

270

Realia reported GAV Implied VTO price Hispania Acquisition price

Hispania resulting valuation post RB syndicated loan recapitalization

On transaction completion, including recapitalization of the RB syndicated loan, RB will have a solid

capital structure with re-leverage potential

1,604

1,221

1,054

NAV per RB shares

(€/share)

-24%

-34%

Resulting NAV /€m) Net debt (€m)

RB attributable

reported GAVHispania Real

VTO

Hispania Real

acquisition cost1

Resulting valuation post RB recapitalization

€0.68 €0.49 €0.40


Note:


LTV (Net debt /GAV) 16.8% 22.1% 25.6%

17

Key valuation metrics

18

The final acquisition cost allows Hispania to access the rental assets at attractive entry metrics

The debt purchase discount adds “alpha” to a portfolio already exposed to improving market

fundamentals and a solid cash generation profile

Hispania Real

VTO

Hispania Real

acquisition

cost2


Notes:

1 Passing yields calculated based on RB reported yields adjusted by real occupancy, as of December 2013


Yield levels of the rental portfolio before

the loan purchase discount are not

attractive enough for Hispania’s risk/return

profile

The loan purchase discount translates into

c.16% discount in the Rental Portfolio

implied GAV

After the discount, entry yield levels offer

scope for compression

Current rents and high occupancy levels

give the portfolio a solid and stable cash

generation profile

Key valuation metrics

Rental Assets GAV (€m) 1,043 876

ERV Yields

Offices 5.3% 6.2%

Retail 6.9% 8.3%

Total Rental 5.8% 6.9%

Passing Yields ¹

Offices 5.3% 6.3%

Retail 7.0% 8.5%

Total Rental 5.9% 7.1%

Capital Values

Offices 3,810 3,215

Retail 2,333 1,939

Total Rental 2,896 2,432

RB acquisition expected to meet Hispania's return target

19

Transaction structure and the feasible business plan designed for RB meet Hispania’s target returns

Va

lue

cre

ati

on

Hispania’s

target return

Conservative

market recovery

assumed in the

business plan

4 • 5% annual increase in ERV rents, to reach a mid-point

between trough and peak level period by 2019

• Yield compression of c.40bps by 2019

• Sale of development business – residential finished units

and landbak – at cost (i.e. no profit assumed over in-price)

Key valuation drivers

Attractive entry

valuation

1 • Going-in ERV yields of 6.2% and 8.3% on the office and retail portfolio,

respectively (6.3% and 8.5% on passing yields1, respectively)

• c.21% discount on the acquisition of 50% of the RB syndicated loan

RB capitalisation

2

• Capital injection to stabilize leverage below 50% LTV

Active asset

management

3 • Focus on tenant and asset management to increase occupancy

and re-gear leases

• Enhance cost efficiency

• Discontinue development activities

Note:

1 Passing yields calculated based on RB reported yields adjusted by real occupancy,

as of December 2013

Sources & Uses

20

USES

RB equity acquisition at the tender offer €79.8 million

50% RB syndicated loan acquisition €312.8 million

Total uses €392.6 million

SOURCES

Hispania existing cash €184.0 million

Bridge loan €208.6 million

Total sources €392.6 million

Comprehensive sources & uses analysis

c.53% of RB transaction will be

externally funded

A) Assuming 50.1% final ownership

USES

RB equity acquisition at the tender offer

(100% acceptance level)€157.7 million

50% RB syndicated loan acquisition €312.8 million

Total uses €470.5 million

SOURCES

Hispania existing cash €220.5 million

Bridge loan €250.0 million

Total sources €470.5 million

B) Assuming 58.2% final ownership

53% of total RB consideration will be financed with external funds

Hispania’s EGMSection 3

Potential transaction timeline

22

Exclusive

agreement

with RB

lenders

VTO

RB capital

increase

(rights issue)

Milestone

Exclusive agreement

signed

50% of the RB syndicated

loan acquisition

21/11/2014

First communication to CNMV

VTO prospectus drafting

VTO prospectus filing

Authorisation period and VTO

execution

Timeline

H1 2015

21/11/2014

22/12/2014

22/12/2014

H1 2015

Hispania

EGM EGM call and celebration 26/12/201421/11/2014

Capital increase preparation and

execution

Closing of the capital increase in

RBH2 2015

H2 2015

RB's recapitalisation is expected to be finalised within the second semester of 2015

Indicative timeline

Hispania EGM proposed resolutions - Waivers

Waiver for RB

transaction only

Waiver for RB

transaction only

Until the RB syndicated loan is fully capitalized as a result of RB's

future capital increase and/or the Hispania Real bridge loan signed to

partially finance the transaction is repaid, Hispania LTV ratio would

exceed the 40%

Exclude RB's

landbank and

retail assets

RB's portfolio is significantly exposed to retail assets and landbank

(c.46% of the attributable reported GAV as of 2013YE – c.20% retail

assets and c.26% landbak). Therefore, it is proposed to exclude these

assets from the calculation of the 20% Non-Core Assets and

Development Opportunities limit in order to preserve this limit as

initially conceived given Hispania sees attractive opportunities in

retail properties and targets to discontinue the development assets

VTO is conditional to Hispania waiving certain limits of its Investment Manager Agreement in the EGM

to be called in connection with the RB transaction

23

Rationale

€100 million

concentration limit

per individual

investment

Leverage threshold

of 40% LTV

Non-core assets &

Development

opportunities 20%

limit

Investment restriction

1

2

3

Three investment restrictions to be waived

in order to execute the transaction

Potential investment in RB's voting rights (100%) as well as the

acquisition of 50% of the RB syndicated loan will exceed the limit of

€100 million investment out of Hispania's funds

534

356

350

29

470

40

Net raised proceedsin the IPO

Leverage capacity (40%) Investments completed Investments close to becompleted

RB transaction Available funds foradditional transactions

Hispania EGM proposed resolutions – Other resolutions

24

After the execution of the RB transaction, Hispania will be nearly fully invested in less than the stated

18 months period…

…however, additional capital would be required to increase Hispania's investment firepower

to execute attractive opportunities already identified

Source: Hispania

Notes:

1 Excluding any cash inflow/outflow derived from the ordinary activity of Hispania

2 Including acquisition costs capitalized as of 30 September 2014 but excluding any capex committed for the short-term

Hispania's investment activity since the IPO in March 2014 (€m)1,2

65% of net raised proceeds

have been already invested

Uses

€158 millionRealia VTO execution

(100% acceptance)

€313 million50% RB syndicated loan

acquisition

€470 millionTotal

Sources

€220 millionHispania existing

cash

€250 millionBridge loan

€470 millionTotal

After RB VTO and 50% RB

syndicated loan acquisition,

Hispania, would be almost fully

invested

Maximum leverage

allowed by the

investment criteria

412 residential units in well consolidated areas in

Madrid and Barcelona

High quality offices in business areas with

extensive repositioning potential

Two singular vacation hotel investments and two

long-term leased urban hotels

Hispania EGM proposed resolutions – Other resolutions (cont'd)

25

Delegation to

Hispania's Board of

Directors to issue for

up to 50% of the

existing capital

Delegation to Hispania's

Board of Directors to issue up

to 50% of the existing capital

in one or more issues and

with or without pre-emption

rights

To be used for the repayment

of bridge loan and subject to

the success of the VTO

Hispania's EGM also includes other resolutions that are needed to allow Hispania to continue with its

investment mandate

40% LTV Threshold

relaxation Allow Hispania to surpass the

40% LTV Threshold in light of

market conditions and

investment opportunities but

only up to 50% LTV

RationaleProposal

A) Capital increase proposals – bridge loan repayment, imminent pipeline funding and new investment opportunities pursuing

Capital increase,

conditional on the

completion of the VTO

As Hispania is tying up all its free cash and leverage

capacity (entry into a bridge loan) for financing the RB

transaction, it cannot undertake any investment

opportunity between now and the result of the VTO is

known, which could be as much as 4/5 months away

This situation limits Hispania's capacity to benefit

from market momentum

Conditional capital increase, with pre-emptive rights, to

allow Hispania to repay the bridge loan and increase its

investment firepower

B) Modification of the LTV clause included in the investment Manager Agreement

Provide Hispania the minimum flexibility that a

competitive environment requires

However, Hispania is committed to achieve a

lower sustainable medium-to-long term leverage

level

Current Hispania's pipeline

26

Hispania continues to have access to attractive investment opportunities, beyond RB transaction,

some of which may materialize before the completion of the VTO

Hispania‘s pipeline in advance execution stage

A) Transactions in execution

B) Transactions in advance due diligence phase

Further active pipeline

C) Transactions in advance stage

Hotels • Two off-market hotel transactions, with 175 rooms

• Location: Málaga and Barcelona

• Total value: c.€29 million (see page 24)

• Timing for completion: immediate

Hotels • Off-market vacation hotel transaction

• Portfolio of 16 hotels with more than 6,000 rooms

• Location: Andalusia, Canary and Balearic Islands

• Total value: c.€425 million

• Timing for completion: 4-5 months

Resi. • Off-market residential transaction

• Top quality and liquid portfolio of c.7,000 dwellings

• Location: most important regions in Spain with

concentration in Madrid

• Total value: c.€1,000 million

Hotels • Organised process for a vacation hotel transaction,

with c.700 rooms

• Location: Canary Islands

• Total value: c.€40 million

Residential7%

Offices17%

Hotels76%

By asset class

Total value: €929 million

By location (in terms of value)

Offices 100% in Madrid

Hotels

Highly focused on the resort segment

36% in the Canary Islands

42% in Catalonia

22% rest of Spain

Source: Hispania

38% in Madrid

62% in key large Spanish citiesResidential

Update on Spain's macroeconomic outlookSection 4

0

100

200

300

400

500

600

199

2

199

5

199

8

200

1

200

4

200

7

201

0

201

3

Impact on the Economy of real estate recovery

28

Source: Ministerios de Fomento y de Economia and INE

The adjustment in the construction sector has been too steep in

recent years – sector still 1/3 below its historical average

Investment in construction as % of GDP

The expected recovery in the real estate sector will have a positive impact in the Spanish Economy in

coming years

Price has dropped by 40% in the residential segment since the

peak

House price evolution in Spain (%)

Positive

growth

Improvement in builders' confidence resulting in positive impacts

for employment

ISCOF (%)

1,0x

1,2x

1,4x

1,6x

1,8x

2,0x

Number of new houses built vs. number of houses sold per year (000')

C.35,000 houses built in 2013, which represents a 6% of the

number of houses built in 2007 and a 14% of the number of houses

built historically

Only 2 new

houses built

for every 10

sold

0

2

4

6

8

10

12

198

0

198

2

198

4

198

6

198

8

199

0

199

2

199

4

199

6

199

8

200

0

200

2

200

4

200

6

200

8

201

0

201

2

201

4

Average 1980–2014: 7.3%

1Q

96

2Q

97

3Q

98

4Q

99

1Q

01

2Q

02

3Q

03

4Q

04

1Q

06

2Q

07

3Q

08

4Q

09

1Q

11

2Q

12

3Q

13

20

15

10

5

0

(20)

(5)

(10)

(15)

(10)

(5)

0

5

10

80

90

100

110

120

130

1Q

05

4Q

05

3Q

06

2Q

07

1Q

08

4Q

08

3Q

09

2Q

10

1Q

11

4Q

11

3Q

12

2Q

13

1Q

14

Total National % y-o-y change

Spanish macro outlook

Spain is currently expected to be the fastest growing large economy within the Eurozone…

(10)

(6)

(2)

2

6

2007 2009 2011 2013

Net exports Domestic demand GDP growth, % y/y

Annual real GDP growth (%)

Spain is now expected to grow at or above 2%, driven by structural

reforms and improved competitiveness

Domestic demand expected to contribute to initially

export-led recovery

Net exports and domestic demand contribution to y-o-y growth (%)

(2)

0

2

Eu

rozo

ne

Ge

rma

ny

Fra

nce

Italy

Sp

ain

2013 2014E 2015E 2016E

Restructured financial sector back into a position to increase

financing into the system

Balance of the Spanish financial system (€'000) and Loan to

Deposits ratio (%)

0

60

120

180

0

500

1.000

1.500

2.000

jul.-07 jul.-08 jul.-09 jul.-10 jul.-11 jul.-12 jul.-13 jul.-14

Private sector loans (LHS)

Total deposits (LHS)

Private sector loans/Total deposits (RHS)

Source: INE, Bank of Spain, EIU and Ministerio de Economia29

Significant corporate deleveraging effected

0%

20%

40%

60%

80%

100%

120%

140%

160%

180%

199

6

199

7

199

8

199

9

200

0

200

1

200

2

200

3

200

4

200

5

200

6

200

7

200

8

200

9

201

0

201

1

201

2

201

3

Corporate credit by foreign banks (% GDP)

Corporate bonds outstanding (% GDP)

Corporate credit ex-mortgages by domestic banks (% GDP)

Corporate mortgages by domestic banks (% GDP)

Increase in corporate bonds issuance provides

additional alternative to bank financing

Breakdown of corporate debt (% of GDP)

(12)

(9)

(6)

(3)

0

3 (30)

0

30

60

90

120

95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14

Spanish macro outlook (cont'd)

30

Greatly improved competitiveness and productivity over the last

six years

Unit labour costs (%)

80

90

100

110

120

2008 2009 2010 2011 2012 2013 2014

Germany Spain France Italy

Spain is progressively consolidating its fiscal position

Creation of around 200,000 annual net payrolls, reducing the

unemployment rate close to 1% per year

Risks for the future

Unemployment

Fiscal sustainability

Debt levels

Institutions

Energy bill

0

5

10

15

20

25

30

96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14

Self-employed Agriculture IndustryPublic services Private services Construction

(12)

(9)

(6)

(3)

0

3 (30)0306090120

95

Spain: net public debt to GDP Spain: gross public debt to GDP

Eurozone: public debt to GDP Eurozone: budget deficit % GDP

Spain: budget deficit % GDP

Source: European Commission, INE and OCDE

Total employment by sectors (in million people)

Spain vs. Eurozone: public deficit and debt-to-GDP

… as it has already taken appropriate measures

Closing remarksSection 5

Closing remarks

32

T

o

`

The transaction up-scales Hispania’s position, enable it to rank among the leading real estate companies in Spain

T

o

`

A unique quality rental portfolio of assets, including office trophy assets

T

o

`

Attractive entry price, intense asset management/repositioning of certain assets and market recovery will allow

Hispania to meet its expected returns

T

o

`

The transaction will unlock RB recapitalization, in order to ensure its long-term viability

T

o

`

The transaction structure enables long-term RB shareholders to take part in the RB recapitalization along with

Hispania, clearly aligning the interests of both parties

T

o

`

Hispania’s EGM to approve the waiver of certain investment limits and to approve capital increase to repay the bridge

loan and increase Hispania’s investment capacity to pursue now very compelling opportunities (after having fulfilled

its commitment to deploy all IPO net proceeds raised in less than 18 months)

Hispania has exceptional execution and restructuring capabilities to create value for shareholders in

highly distressed situations

Supporting materialsAnnex A

Hispania case studies

34

Hispania has so far proven its ability to unlock value in complex situations

Residential – Diagonal Mar Hotels – Jardines del Teide Offices – ONCISA

• Purchase of 200 residential

dwellings in the new consolidated

and desirable expansion area in

Barcelona

• Origination capabilities: off-market

deal

• The area is attracting foreign high-

income professionals working in

Barcelona

• Entry price: €2,400 per sqm vs.

current market prices of €4,500 –

€5,000 per sqm

• Repositioning: smart capex in order

to improve the quality and

attractiveness of the units for rent and

potential sale

• Purchase of a 4-star hotel in Costa

Adeje, one of the most exclusive

areas within the Canary Islands

• Origination capabilities: off-market

deal

• Complexity: complex negotiations at

closing given the existing of a

preferential acquisition right

• Repositioning: substantial capex

investment in order to attract higher

income target customers

• Re-rating: Hispania has negotiated a

new rental contract with Meliá which

would result in a normalized yield

after the capex north of 8%

• Acquisition of 9 office buildings

portfolio in Madrid (8) and Málaga (1)

• First share deal: purchase of a 90%

stake in a highly indebted real estate

company via capital increase

• Complexity: multi-diversified strategy

(individual per building)

• Long term mono tenancy (3)

• Multi tenant commercialization (2)

• Asset repositioning (4)

• Repositioning: significant capex

investment combined with tenant

management to lock-in long term

contracts that include rent step-ups

• Revaluation: achievement of high-

end range sale prices in each micro

market

Source: Hispania

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