Proposed Merger of Société Foncière Lyonnaise and Inmobiliaria Colonial

Regulatory News:

The Boards of Directors of Inmobiliaria Colonial, and its 98.24%-owned subsidiary Société Foncière Lyonnaise (Paris:FLY), have decided to examine in detail a proposal to merge SFL into Colonial.

The potential merger would be part of the ongoing strategy to simplify the Group's structure, one of the pivotal stages of which was Colonial's public exchange offer in August 2021. It would strengthen further cohesion between SFL and Colonial, which has been SFL’s majority shareholder since 2004. For over twenty years, the two companies have shared the deeply held belief that the key to creating long-term value lies in developing prime urban assets and building a unique mixed-use portfolio in Paris, Madrid and Barcelona.

The potential transaction would consist of merging Société Foncière Lyonnaise into Inmobiliaria Colonial and exchanging all SFL shares tendered for newly-issued Inmobiliaria Colonial shares. The exchange ratio would be determined based on a multi-criteria valuation and would be subject to the opinion of the merger auditor.

If it proceeds, it is probable that the merger agreement between Colonial and SFL would be signed in the first quarter of 2025, after consulting employee representative bodies about the project, with completion of the merger being subject to the usual conditions precedent.

About SFL

A benchmark player in the prime segment of the Parisian commercial real estate market, Société Foncière Lyonnaise stands out for the quality of its property portfolio, which is valued at €7.4 billion and is focused on the Central Business District of Paris (#cloud.paris, Edouard VII, Washington Plaza, etc.), and for the quality of its client portfolio, which is composed of prestigious companies. As France’s oldest property company, SFL demonstrates year after year an unwavering commitment to its strategy focused on creating a high value in use for users and, ultimately, substantial appraisal values for its properties. With its sights firmly set on the future, SFL is committed to sustainable real estate with the aim of building the city of tomorrow and helping to reduce carbon emissions in its sector.

Stock market: Euronext Paris Compartment A – Euronext Paris ISIN FR0000033409 – Bloomberg: FLY FP – Reuters: FLYP PA

S&P rating: BBB+ stable outlook

About Inmobiliaria Colonial

Inmobiliaria Colonial is the leading platform in the prime commercial Real Estate market in Europe, present in the main business areas of Barcelona, Madrid and Paris with a unique commercial real estate portfolio totalling more than 1 million sqm and a market value of more than €11.3billion. The Group has a long-term focused dedicated strategy on value creation through a top-quality client portfolio and asset repositioning. Regarding the future, the Colonial Group will continue to lead the urban transformation of the city centres in the European market, recognized by its experience and professionalism, its strength and profitability, providing excellent sustainable Real Estate solutions tailored to the needs of customers.

BME Madrid ISIN ES0139140174 – Bloomberg: COL:SM – Reuters: COL.MC

S&P rating: BBB+ stable outlook

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SFL - Thomas Fareng - T [phone] - [e-mail] www.fonciere-lyonnaise.com