FOR INFORMATION PURPOSES. SPANISH VERSION PREVAILS.

Attendance, grant of proxies and voting using means of distance communication prior to the holding of the Shareholders' Meeting: Shareholders may (i) attend the Shareholders' Meeting physically or virtually, or (ii) grant a proxy or vote using means of distance communication prior to the holding of the Shareholders' Meeting, in accordance with, and subject to, the provisions of articles 22, 25 and 26 of the Bylaws and articles 10, 11 and 21 of the Shareholders' Meeting Regulations. The Board of Directors has implemented the rules established in such articles, resolving that they will apply to the Shareholders' Meeting to which this call notice refers, as follows:

  1. Physical attendance
    Shareholders with the right to attend may physically attend the Shareholders'
    Meeting (in person or by proxy) at the premises of Hotel Eurostars Madrid Tower, located at Paseo de la Castellana 259-B, Madrid (Spain).
    The recording of attendance cards will commence one hour prior to the scheduled start time of the Shareholders' Meeting. For the purposes of identifying the shareholders (or their proxy-holders), on entering the venue where the Shareholders' Meeting is to be held, attendees may be asked for their attendance card or form, documents evidencing their proxy status and/or to evidence their identity by producing their national identity card, foreigner identity card or passport; in the case of shareholders (or proxy-holders) that are legal entities, the attending individual may also be asked to provide documentation evidencing his or her sufficient authority to represent the shareholder.
  2. Virtual attendance
    Shareholders with the right to attend, or their proxy-holders, may attend the
    Shareholders' Meeting virtually, subject to the following rules:

2.1. Form of attending

In order to guarantee the identity of the attendees, the correct exercise of their rights, real-time interaction and the adequate conduct of the meeting, any shareholders (or their proxy-holders) wishing to use virtual attendance mechanisms must do so through the "2024 Shareholders' Meeting/Virtual

Attendance and Proxy and Electronic Voting Form" section set up on the corporate website of Merlin Properties, SOCIMI, S.A.(www.merlinproperties.com), which will also contain instructions for virtual attendance.

Having regard to the fact that virtual attendance must have adequate guarantees of authenticity and identification of the attendee, shareholders (or their proxy- holders) wishing to attend in this manner must have the following: (i) an electronic national identity card; (ii) a valid, in force and recognized electronic user certificate, in accordance with the provisions of Law 6/2020, of November 11, 2020, on certain aspects of trusted electronic services, issued by the Spanish Public Certification

Authority (CERES) attached to the Fábrica Nacional de Moneda y Timbre (hereinafter, (i) and (ii) will be referred to as a "Valid Electronic Signature") or (iii) username/password credentials (the "Username/Password Credentials") that any shareholder wishing to attend must have requested, before 11:59 p.m. on May 6, 2024, using the credentials request form available in the "Virtual Attendance and Proxy and Electronic Voting Form" section of the corporate website of Merlin Properties, SOCIMI, S.A. (www.merlinproperties.com), In the case of proxy- holders, the Username/Password Credentials must be requested by sending an email to juntaaccionistas@merlinprop.comor sending a request in such regard by postal correspondence or an equivalent courier service (sending the request to the registered office of Merlin Properties, SOCIMI, S.A. (Paseo de la Castellana 257, Madrid (Spain)), which must be received by Merlin Properties, SOCIMI, S.A. before 11:59 p.m. on May 6, 2024.

Once the shareholder (or their proxy-holder) has duly registered and accessed the "2024 Shareholders' Meeting / Virtual Attendance and Proxy and Electronic Voting Form" section of the corporate website of Merlin Properties, SOCIMI, S.A. (www.merlinproperties.com), they may virtually attend, participate and vote at the Shareholders' Meeting. Persons who attend virtually will be able to follow the entire Shareholders' Meeting, which will be filmed and live streamed on the Company's website (www.merlinproperties.com), via the link "Live stream of the Merlin Annual Shareholders' Meeting ".

  1. Virtual attendance by proxy
    Shareholders can grant a proxy to attend, participate and vote at the Shareholders'
    Meeting by virtual means. If the person attending virtually does so pursuant to a proxy granted to them, the shareholder who has granted the proxy must have informed the proxy-holder of such proxy and must have sent the documentation regarding the proxy to the Company before 11:59 p.m. on May 6, 2024 (that is, before 11:59 p.m. of the Monday before the scheduled date for the Shareholders'
    Meeting, which is scheduled to be held on Thursday, May 9, 2024 on second call), in the form and pursuant to the rest of the terms indicated in section 3 (Grant of proxies through means of distance communication). The grant of the proxy to the proxy-holder will be subject to the provisions of section 5 below (Basic rules on the grant of proxies and distance voting). Proxy-holders wishing to attend, participate and vote at the Shareholders' Meeting must have a Valid Electronic Signature or
    Username/Password Credentials (which must have been requested on the terms indicated in section 2.1).
  2. Organization of attendance
    In order to guarantee the quality of the connection, the correct interaction and the adequate conduct of the meeting, and to allow for appropriate management of the virtual attendance systems, shareholders (or their proxy-holders) who are entitled to and wish to attend the Shareholders' Meeting virtually are asked to send an email to juntaaccionistas@merlinprop.comconfirming this intention. The foregoing is understood without prejudice to the required registration of attendees pursuant to section 2.4 below.

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2.4. Registration and connection to the Shareholders' Meeting

The mechanisms for virtual registration and attendance of the Shareholders'

Meeting will be activated on the corporate website of Merlin Properties, SOCIMI, S.A. (www.merlinproperties.com) at 8:00 a.m. on May 8, 2024 (first call) and, if the necessary attendance quorum is not met on first call, at the same time on May 9,

2024 (second call). These mechanisms can be accessed via the "2024

Shareholders' Meeting/Virtual Attendance and Proxy and Electronic Voting Form" section. If, on May 8, 2024, the Company verifies that the required quorum for the

Shareholders' meeting has not been met on first call, it shall report such circumstance on the corporate website (www.merlinproperties.com), confirming that the meeting will be held on second call.

Shareholders (or, as the case may be, their valid proxy-holders, provided the proxy has been granted validly, according to section 2.2 above) must register for the meeting on the day of the Shareholders' Meeting (that is, May 8, 2024, if held on first call, or May 9, 2024 if, as is expected, it is held on second call), between 8:00 a.m. and 11:05 a.m., through the "2024 Shareholders' Meeting/Virtual Attendance and Proxy and Electronic Voting Form" section and identify themselves in the manner indicated in the instructions for access. For the connection, the shareholder (or their proxy-holder, as appropriate) must have a Valid Electronic Signature or Username/Password Credentials (which must have been requested on the terms indicated in section 2.1). No registrations will be admitted for exercise of the right to virtual attendance after 11:05 a.m.

Between the closure of the registration period and the holding of the Shareholders' Meeting, the Company will verify each registered person's status as a shareholder

(or proxy-holder). All duly registered shareholders (or proxy-holders) will be considered attendees at the Shareholders' Meeting, unless they notify that they have left the meeting in accordance with the provisions of section 2.7. If the

Shareholders' Meeting is ultimately held on second call, any attendees that registered on first call must re-register in order to be able to attend the meeting on second call.

The following will not be deemed attendees (nor will their speeches, questions and proposals made during registration be taken into account): (i) shareholders (or proxy-holders) who do not have the right to attend the Shareholders' Meeting; or

(ii) shareholders (or proxy-holders) not registered in due time and form.

The mechanisms for virtual attendance will close on conclusion of the Shareholders' Meeting or, as the case may be, when it has been verified that the required quorum for the meeting has not been met.

2.5. Sending of speeches, questions or proposals

Shareholders (or proxy-holders) who, in the exercise of their rights, have duly registered, attend the Shareholders' Meeting and (i) intend to participate by virtual means in the Shareholders' Meeting or, as the case may be, (ii) request information or clarification in relation to the items on the agenda, request clarification of the information available to the public which the Company has provided to the National

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Securities Market Commission since the last shareholders' meeting was held or with respect to the auditor's report, or (iii) make any proposal for a resolution permitted by law (or request a vote on items not included on the agenda contained in the call notice but which may be addressed at the Shareholders' Meeting, because the applicable legislation so permits), must do so in writing and send in their speech, questions or proposals between the time of registration and such time as the Chairman of the Shareholders' Meeting declares the meeting to be validly constituted.

In the event the Shareholders' Meeting is held on second call, remote attendees who, having connected on first call, sent in speeches and proposals for resolutions or requests for information or clarification, must do so again, on the indicated terms, on the day the meeting is held. Otherwise they will be deemed not to have been made.

These speeches, requests for information or clarification or proposals must be made through the application set up for that purpose (which may be accessed via "2024 Shareholders' Meeting/Virtual Attendance and Proxy and Electronic Voting Form"). Any shareholder (or proxy-holder) attending by virtual means who wishes their speech to be recorded verbatim in the minutes of the Shareholders' Meeting must clearly and expressly indicate such wish in the text of the speech.

Speeches submitted by persons attending virtually will be read aloud by the Meeting Secretary during the speeches part of the meeting. If any resolutions that are legally admissible at the Shareholders' Meeting (and which, by law, do not need to be included on the agenda) are submitted for voting, they will be read aloud following the reading of the proposals presented by the Board of Directors. Requests for information or clarification made by persons attending virtually will be answered during the meeting or in writing within the seven days following the meeting, pursuant to the provisions of the Revised Capital Companies Law.

In any case, the following will not be deemed attendees (nor will their speeches, questions and proposals be taken into account): (i) shareholders (or proxy-holders) who do not have the right to attend the Shareholders' Meeting; or (ii) shareholders (or proxy-holders) not registered in due time and form.

2.6. Voting

Persons attending virtually may cast their votes on the proposals relating to items included on the agenda through the application set up for virtual attendance, from such time as the shareholder (or proxy-holder) has registered to attend the Shareholders' Meeting virtually and until the end of the voting period indicated by the presiding panel of the Shareholders' Meeting. In relation to proposed resolutions on items which, according to the law, do not need to be included on the agenda, persons attending virtually who have previously registered may cast their votes through the application set up for virtual attendance, from such time as the presiding panel of the Shareholders' Meeting reads those proposals aloud and indicates that they may be voted on. In any case, the voting process for persons attending virtually in relation to all proposals submitted to the Shareholders'

Meeting will end when, after the reading of the summaries of the proposed

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resolutions by the Secretary of the Shareholders' Meeting, voting on the proposed resolutions commences at the venue where the physical meeting is being held.

2.7. Leaving the meeting

Any person attending virtually who wishes to notify the notary of their express intention to leave the Shareholders' Meeting may do so through the application set up for virtual attendance. Once the person has notified the notary of their express intention to leave the meeting, any action subsequently taken by such person will be deemed not taken.

3. Grant of proxies using means of distance communication prior to the Shareholders'

Meeting

3.1. Means permitted

The Board of Directors has deemed that for this Shareholders' Meeting the valid means of distance communication for the grant of proxies are as follows:

  1. Electronic means
    To grant a proxy by electronic means, shareholders must do so through the
    corporate website of Merlin Properties, SOCIMI, S.A. (www.merlinproperties.com).
    Given that the mechanism for granting proxies by electronic means must have adequate guarantees of authenticity and of the identity of the grantor of the proxy, shareholders who wish to use this mechanism must previously hold a Valid Electronic Signature or Username/Password Credentials (which they may previously have requested on the terms indicated in section 2.1 of this call notice).
    Once a shareholder holds a Valid Electronic Signature or Username/Password Credentials (which they may previously have requested on the terms indicated in section 2.1 of this call notice), they may, in the "2024 Shareholders' Meeting/Virtual Attendance and Proxy and
    Electronic Voting Form" section of the corporate website of Merlin Properties,
    SOCIMI, S.A. (www.merlinproperties.com), using the "Electronic Proxy" form and on the terms and conditions described therein, grant a proxy to another person, who need not be a shareholder, so that such person may represent them at the Shareholders' Meeting. The electronic proxy document will, for the purposes of article 24.2 of the Bylaws, be considered a copy in electronic format of the attendance and proxy card.
  2. Postal correspondence or an equivalent courier service
    To grant a proxy by postal correspondence or an equivalent courier service, shareholders must complete and sign (i) the attendance and proxy card issued on paper by the entities participating in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.

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("Iberclear") applicable in each case, or (ii) the form provided by Merlin Properties, SOCIMI, S.A., which may be downloaded from the Company's

website (www.merlinproperties.com) in the "2024 Shareholders' Meeting/Form for attendance, proxy and voting by post or equivalent courier service" section, and in both cases, signing in the space provided for the represented shareholder's signature on the card; in the second case (form provided by Merlin Properties, SOCIMI, S.A.), the certificate evidencing the ownership of the shares must also be attached.

The duly completed card signed by hand (and, as the case may be, the certificate of ownership of the shares) must be sent to the registered office of Merlin Properties, SOCIMI, S.A. (Paseo de la Castellana 257, Madrid (Spain)) by postal correspondence or an equivalent courier service. In the case of corporate shareholders, a copy of the document evidencing the signatory's sufficient representative authority must be attached. The delivery in person of the proxy at the reception desk of Merlin Properties, SOCIMI, S.A. (Paseo de la Castellana 257, Madrid (Spain)) will be treated as sending by postal correspondence or equivalent courier service.

3.2. Notification of the proxy to the proxy-holder

Shareholders who grant a proxy must notify the designated proxy-holder of the proxy granted and send a copy thereof to the proxy-holder.

The person to whom the vote is delegated may only cast it by personally attending

(physically or virtually) the Shareholders' Meeting.

Electronic proxies must be accepted by the proxy-holder, otherwise they may not be used. Where the proxy is granted to Merlin Properties, SOCIMI, S.A., to the

Chairman of the Board or of the Shareholders' Meeting, to a director and/or the

Secretary of the Board of Directors (or to the Deputy Secretary of that body), this notification will be deemed served and accepted by means of the receipt by Merlin Properties, SOCIMI, S.A. of the physical card, duly completed or signed or, if the proxy is granted by electronic means, with the mere receipt of same. Proxies granted to persons other than Merlin Properties, SOCIMI, S.A., the Chairman of the Board of Directors or of the Shareholders' Meeting, a director and/or the

Secretary of the Board of Directors (or the Deputy Secretary of that body) will be deemed automatically accepted if said proxy-holder attends the Shareholders' Meeting (physically or virtually - in the latter case, the person attending must have a Valid Electronic Signature or Username/Password Credentials (which they may previously have requested on the terms indicated in section 2.1 of this call notice) evidencing their identity in order to attend the Shareholders' Meeting).

4. Voting using means of distance communication.

4.1. Means permitted

The Board of Directors has deemed that for this Shareholders' Meeting, distance votes may be cast using the following means:

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  1. Electronic means
    To cast a distance vote by electronic means, shareholders must do so through the corporate website of Merlin Properties, SOCIMI, S.A. (www.merlinproperties.com). Shareholders wishing to use this voting mechanism must first hold a Valid Electronic Signature or Username/Password Credentials (which they may previously have requested on the terms indicated in section 2.1 of this call notice). Once a shareholder holds a Valid Electronic Signature or Username/Password Credentials (which they may previously have requested on the terms indicated in section 2.1 of this call notice), they will be able, in the "2024
    Shareholders' Meeting/Virtual Attendance and Proxy and Electronic Voting
    Form" section of the corporate website of Merlin Properties, SOCIMI, S.A. (www.merlinproperties.com), using the "Electronic Voting" form, to cast their distance vote on the items on the agenda of the Shareholders' Meeting.
  2. Postal correspondence or an equivalent courier service
    To cast a distance vote by postal correspondence or an equivalent courier service, shareholders must complete and sign (i) the attendance, proxy and voting card issued on paper by the relevant entity participating in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de
    Valores, S.A. ("Iberclear"), or (ii) the card/form for voting by post (or equivalent courier service) that can be downloaded from the Company's website (www.merlinproperties.com)in the "2024 Shareholders' Meeting/Attendance, proxy and voting by post or equivalent courier services" section and print it out on paper, completing and signing it together with the certificate of ownership of the shares. After completing and signing the card by hand, shareholders must send it to the registered office of Merlin Properties, SOCIMI, S.A. (Paseo de la Castellana 257, Madrid (Spain)) by postal correspondence or an equivalent courier service; if the document sent is the form provided by Merlin Properties, SOCIMI, S.A., the certificate evidencing ownership of the shares must also be sent. In the case of corporate shareholders, a copy of the document evidencing the signatory's sufficient representative authority must be attached. The delivery in person of the vote at the reception desk of Merlin Properties, SOCIMI, S.A. (Paseo de la Castellana 257, Madrid (Spain)) will be treated as sending by postal correspondence or equivalent courier services.

5. Basic rules on distance voting and proxies.

5.1. Deadline for receipt by Merlin Properties, SOCIMI, S.A.

To be valid, and pursuant to the Bylaws and the Regulations of the Shareholders'

Meeting, the Board of Directors has resolved that both proxies and votes cast using means of distance communication (regardless of the means used) must be received by Merlin Properties, SOCIMI, S.A. before 11:59 p.m. on Monday, May 6, 2024 (that is, by 11:59 p.m. of the Monday before the scheduled date for the

Shareholders' Meeting, since the Shareholders' Meeting is scheduled to be held on Thursday, May 9, 2024 on second call).

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  1. Rules on priority between proxies, voting by distance means and in person at the
    Shareholders' Meeting
    1. Attendance (in person or virtually) at the Shareholders' Meeting will revoke any vote cast or proxy granted using means of distance communication.
    2. A vote cast by means of distance communication may be rendered void by a subsequent and express revocation performed by the same means used to cast the vote, and before the deadline set for such purpose.
    3. If a shareholder validly:
      1. grants a proxy or casts a vote, electronically on the one hand, and using a printed card on the other, the printed card will prevail over proxies granted and votes cast electronically, regardless of their respective dates;
      2. grants several proxies or casts several votes validly by way of a printed card, the last proxy or vote received by Merlin Properties, SOCIMI, S.A. by the stipulated deadline will prevail.
    4. Voting by means of distance communication, regardless of the means used to cast the vote, will render void any electronic or written proxy, whether prior, which will be deemed revoked, or subsequent, which will be deemed not granted.
  2. Scope of the voting proxy and instructions
    The scope of the proxy will extend to all items on the agenda and, unless indicated otherwise, to any other items which, although not envisaged in the agenda of the call notice, may be addressed at the Shareholders' Meeting because the applicable legislation so permits.
    Voting proxies shall contain precise instructions on the way the proxy-holder is to vote. In the absence of precise voting instructions, or if doubts arise as to the scope of the proxy, it will be deemed that (i) the proxy-grantor gives precise instructions for the proxy-holder to vote in favor of all of the proposals submitted by the Board of Directors; and (ii) it also extends to the other items not on the agenda of the call notice but which may be addressed at the Shareholders' Meeting, because the applicable legislation so permits; in relation to the latter, the proxy-holder shall abstain from voting, unless the proxy-holder has specific instructions (in which case the proxy-holder shall vote pursuant to such instructions) or has reason to believe that voting for or against the proposals is more favorable to the interests of the proxy-grantor.
  3. Recipients of the proxies
    Proxies simply granted to Merlin Properties, SOCIMI, S.A., or those which do not indicate the person to whom they are granted, will be deemed granted to the Chairman of the Board of Directors or, in the absence of the Chairman at the

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Shareholders' Meeting, to whoever stands in for him at the Shareholders' Meeting. Express proxies granted to the Chairman of the Board or to any other director (without expressly indicating their name) or to the Secretary or Deputy Secretary of the Board will be deemed granted to whoever acts as chairman of the Shareholders' Meeting, in the event any of them are absent from the meeting.

In cases of proxies (express or implied) granted to the Chairman of the Board or the Chairman of the Shareholders' Meeting, as well as proxies expressly granted to a director, in the event of any item where the proxy-holder may have a potential conflict of interest, and if the proxy-grantor has not granted precise instructions (or instructions against) in the proxy document, the proxy will be deemed granted, for the specific matter in question, automatically and without the need for any action whatsoever, to the Secretary of the Shareholders' Meeting.

For these purposes, as well as for the purposes established in the applicable legislation, shareholders are informed that:

  1. in the event that, because the applicable legislation so permits, one or more of the proposals referred to in article 526.1 of the Revised Capital Companies
    Law are submitted to the Shareholders' Meeting, the directors affected by those proposals will have a conflict of interest with respect to voting on them;
  2. all directors have a conflict of interest with respect to voting on items three and five on the agenda and the Chairman of the Board of Directors has a conflict of interest with respect to voting on item six on the agenda;
  3. directors whose reelection is proposed have a conflict of interest with regard to their respective reelection under item four on the agenda.

5.5. Other provisions

  1. Where electronic means are used, only one electronic action, proxy or vote, and one revocation will be possible. Revocation will render void the proxy granted or vote cast but will not allow a new proxy to be granted or a new vote to be cast using electronic means, since such option will have been exhausted with the first vote cast or proxy granted.
  2. If any corporate shareholder wishes to cast their vote or grant a proxy using electronic means, identifying themselves using Username/Password Credentials, the natural person acting as their proxy-holder must evidence their status as such and request the corresponding credentials from the Company by sending an email to juntaaccionistas@merlinprop.comor sending the supporting documentation by postal correspondence or an equivalent courier service (to the registered office of Merlin Properties, SOCIMI, S.A. (Paseo de la Castellana 257, Madrid (Spain))).
  3. Where Merlin Properties, SOCIMI, S.A. becomes aware of the disposal of shares whose ownership confers the right to vote, any vote cast and/or proxy granted will be rendered void. In case of discrepancy between the number of shares notified by the shareholder and the information in the Iberclear file,

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the share number reported by Iberclear will prevail for the purposes of quorum requirements and voting.

    1. As noted above, the Shareholders' Meeting may be attended by Company shareholders who, individually or in groups with other shareholders, hold at least 500 shares and have registered those shares on the relevant register of book entries at least five days in advance of the date on which the
      Shareholders' Meeting is to be held (the Shareholders' Meeting is scheduled to be held on second call, that is, on May 9, 2024). To validly exercise the right to vote using means of distance communication, this condition must also be fulfilled at the time of casting the vote.
    2. In order to attend, take part in and/or vote at the Shareholders' Meeting, shareholders must have registered their shares on the relevant register of book entries at least five days in advance of the date on which the
      Shareholders' Meeting is to be held (the Shareholders' Meeting is scheduled to be held on second call, that is, on May 9, 2024).
    3. For the valid exercise of the right to vote using means of distance communication, regard will be had to the provisions of article 26 of the
      Bylaws and article 21 of the Shareholders' Meeting Regulations.
    4. Merlin Properties, SOCIMI, S.A. will make available to shareholders on its corporate website(www.merlinproperties.com)the forms that must be used to grant proxies or cast votes using distance means.
    5. Shareholders who validly cast their vote using distance means will be considered present for the purposes of the constitution of the Shareholders'
      Meeting.
  1. Technical incidents
    Merlin Properties, SOCIMI, S.A. reserves the right to modify, suspend, cancel or restrict the systems for virtual attendance, electronic voting and proxies where technical or security reasons so require or dictate, which circumstance will be duly posted on the corporate website (www.merlinproperties.com)as well as published in the appropriate notification of relevant information.
    Merlin Properties, SOCIMI, S.A. will not be responsible for any difficulties or damage that may be caused to shareholders as a result of breakdowns, overloads, line failures, connection failures, the malfunction of the postal service or courier services or any other incident of the same or a similar nature, beyond the control of Merlin Properties, SOCIMI, S.A., which prevents the use of the distance voting and proxy systems.
  2. Additional information
    For more information on (physical or virtual) attendance, proxies and voting using means of distance communication, shareholders may (i) consult the Company's website (www.merlinproperties.com); (ii) write to the e-mail address

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MERLIN Properties SOCIMI SA published this content on 06 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 April 2024 11:27:04 UTC.