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NEPI Rockcastle N.V.

Share Issue/Capital Change Oct 22, 2025

3864_rns_2025-10-21_1ff27162-8469-4ea2-a03d-787127e1ca33.pdf

Share Issue/Capital Change

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NEPI ROCKCASTLE N.V.

Incorporated and registered in the Netherlands

Registered number: 87488329

Share code: NRP ISIN: NL0015000RT3 ("NEPI Rockcastle")

NEPI Rockcastle shares on 17 October 2025, being

following the election to receive the dividend in

the record date for the dividend in specie)

DEALINGS IN SECURITIES BY A DIRECTOR AND ASSOCIATES OF DIRECTORS OF NEPI ROCKCASTLE AND AMENDMENT TO EXISTING FINANCIAL OBLIGATION

Shareholders are referred to the declaration announcement published by Fortress Real Estate Investments Limited ("Fortress") on 12 September 2025 in terms of which Fortress shareholders were given the opportunity to receive the dividend for the year ended 30 June 2025 as a cash dividend, or to elect to receive a dividend in specie of ordinary shares in NEPI Rockcastle in respect of all or some of their Fortress B shares in lieu of the cash dividend ("dividend in specie").

Shareholders are advised of the following information under the JSE Listings Requirements and the Market Abuse

Regulation ("MAR") in Europe
relating to the election
to receive the dividend in specie:
Name of director / person discharging managerial responsibilities Steven Brown
and relationship to director / person discharging managerial
responsibilities and reason for the notification:
Initial notification / amendment according to MAR: Initial notification
Transaction date: 17 October 2025
Class of securities / description and type of the financial Ordinary shares of EUR0.01 each
instrument:
Number of securities / volume: 32 186
Deemed price per security: ZAR
138.00
(based on the closing market price of
NEPI Rockcastle shares on 17 October 2025, being
the record date for the dividend in specie)
Deemed total value: ZAR
4
441
668.00
Nature of transaction: Off-market receipt of NEPI Rockcastle shares
following the election to receive
the dividend
in
specie
Nature and extent of director's interest: Direct beneficial
Clearance to deal received: Yes
Name of associate / person closely associated. Juliette van der Veer
Name of director / person discharging managerial responsibilities Andre van der Veer, who is the father of Juliette van
and relationship to director / person discharging managerial der Veer
responsibilities and reason for the notification:
Initial notification / amendment according to MAR: Initial notification
17 October 2025 17 October 2025
Class of securities / description and type of the financial Ordinary shares of EUR0.01 each
instrument:
Number of securities / volume: 22

Deemed price per security: ZAR 138.00 (based on the closing market price of

Nature of transaction: Off-market receipt of NEPI Rockcastle shares

specie

Deemed total value: ZAR 3 036.00

Nature and extent of director's interest: Indirect beneficial

Clearance to deal received: Yes

Name of associate / person closely associated. Danielle van der Veer Name of director / person discharging managerial responsibilities and relationship to director / person discharging managerial responsibilities and reason for the notification: Andre van der Veer, who is the father of Danielle van der Veer Initial notification / amendment according to MAR: Initial notification Transaction date: 17 October 2025 Class of securities / description and type of the financial instrument: Ordinary shares of EUR0.01 each Number of securities / volume: 23 Deemed price per security: ZAR 138.00 (based on the closing market price of NEPI Rockcastle shares on 17 October 2025, being the record date for the dividend in specie) Deemed total value: ZAR 3 174.00 Nature of transaction: Off-market receipt of NEPI Rockcastle shares following the election to receive the dividend in specie Nature and extent of director's interest: Indirect beneficial Clearance to deal received: Yes Name of associate / person closely associated. Dyer Investments Proprietary Limited Name of director / person discharging managerial responsibilities and relationship to director / person discharging managerial responsibilities and reason for the notification: Andries de Lange, who is a beneficiary of Dyer Trust, which owns Dyer Investments Proprietary Limited Initial notification / amendment according to MAR: Initial notification Transaction date: 17 October 2025 Class of securities / description and type of the financial instrument: Ordinary shares of EUR0.01 each Number of securities / volume: 6 780 Deemed price per security: ZAR138.00 (based on the closing market price of NEPI Rockcastle shares on 17 October 2025, being the record date for the dividend in specie) Deemed total value: ZAR935 640.00 Nature of transaction: Off-market receipt of NEPI Rockcastle shares following the election to receive the dividend in specie Nature and extent of director's interest: Indirect beneficial Clearance to deal received: Yes Name of associate / person closely associated. Ruan de Lange Name of director / person discharging managerial responsibilities and relationship to director / person discharging managerial responsibilities and reason for the notification: Andries de Lange, who is the father of Ruan de Lange Initial notification / amendment according to MAR: Initial notification Transaction date: 17 October 2025 Class of securities / description and type of the financial instrument: Ordinary shares of EUR0.01 each Number of securities / volume: 17 Deemed price per security: ZAR 138.00 (based on the closing market price of NEPI Rockcastle shares on 17 October 2025, being the record date for the dividend in specie) Deemed total value: ZAR 2 346.00 Nature of transaction: Off-market receipt of NEPI Rockcastle shares following the election to receive the dividend in specie Nature and extent of director's interest: Indirect beneficial Clearance to deal received: Yes

Shareholders are further advised that on 21 October 2025, Steven Brown, a non-executive director of NEPI Rockcastle, pledged an additional 32 186 NEPI Rockcastle shares as security for the existing financial obligation of R34 million (as announced on 7 October 2025) as an off-market transaction, which constitutes a dealing in securities by a director under the JSE Listings Requirements. Following this pledge, for which clearance to deal was obtained, the total number of NEPI Rockcastle shares pledged as security for the existing financial obligation has increased to 237 680 NEPI Rockcastle shares. The existing financial obligation remains unchanged at a limit of R34 million.

For further information please contact:

NEPI Rockcastle N.V.
Rüdiger Dany/Eliza Predoiu +31 20 237 4770
JSE sponsor
Java Capital +27 (0)78 456 9999
Euronext Listing Agent
ING Bank +31 20 563 6685
Media Relations [email protected]

21 October 2025

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