Capital/Financing Update • Sep 23, 2025
Capital/Financing Update
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Incorporated and registered in the Netherlands Registration number 87488329
Share code: NRP ISIN: NL0015000RT3
("NEPI Rockcastle" or "the Company" or "the Group")

THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, OR TO OR FOR THE BENEFIT OF U.S. PERSONS OR INTO ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
NEPI Rockcastle's stakeholders are advised that further to the announcement released on 22 September 2025, regarding a proposed bond offering, the Company will undertake a book build today for an unsecured green bond issue on the following terms:
Issuer: NE Property B.V.
Guarantor: NEPI Rockcastle N.V.
Issuer LEI: 7245006AG9J70KOIJH36
Guarantor Ratings: BBB (positive) by S&P / BBB+ (stable) by Fitch
Expected Issue Ratings: BBB by S&P / BBB+ by Fitch
Format: Green, Senior Unsecured, Reg S Registered Notes
Tenor: 8 years
Notional Amount: EUR 500,000,000 (will not grow)
IPTs: MS+180 bp area
Settlement Date: 30 September 2025 (T+5)
Maturity Date: 30 September 2033
Coupon Frequency: Annual, Act/Act (ICMA)
Early redemption: 3-month par call, CoC, Clean-up Call (80%), Tax call, Make-Whole Call
Clearing: Euroclear/Clearstream
Documentation: EUR 4,000,000,000 EMTN programme base prospectus dated 16 May 2025 and as
supplemented on 19 September 2025
Denomination: EUR 100,000 x EUR 1,000
Listing: Regulated Market of Euronext Dublin
Governing Law: English law
Use of Proceeds: An amount equal to the net proceeds of the Notes is intended to be allocated to finance or
refinance, in whole or in part, Eligible Green Projects, selected in accordance with the Green Finance Framework, and to finance the concurrent tender of the EUR 500,000,000
1.875% Notes due in October 2026 (ISIN: XS2063535970) and EUR 500,000,000
3.375% Notes due in July 2027 (ISIN: XS2203802462)
ISIN / Common code: XS3189615498 / 08318961549
Target Market: Manufacturer Target Market (MiFID II product governance) is eligible counterparties
and professional clients only (all distribution channels). No EU PRIIPs or UK PRIIPs
KID has been prepared as not available to retail in EEA or the United Kingdom
Joint Bookrunners: Citigroup, Deutsche Bank (B&D), Erste Group, HSBC, ING
ESG Coordinator: ING
Timing Books open - Today's business
The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or delivered within the United States or to or for the account or benefit of U.S. persons, as defined in Regulation S under the Securities Act.
Any information contained in the Group's Green Finance Framework and the Second Party Opinion, and any other information accessible through any website referred to above, does not (i) constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities or (ii) form a part of the Base Prospectus or the Final Terms. Any such information should not be relied upon in connection with making any investment decision with respect to the securities. Any decision to purchase any of the securities should be made solely on the basis of information contained in the Base Prospectus, as supplemented, and the Final Terms. In addition, no assurance or representation is given by Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, Erste Group Bank AG, HSBC Continental Europe, ING Bank N.V. or any other person to investors as to the suitability or reliability for any purpose whatsoever of the Group's Green Finance Framework, the Second Party Opinion or any other opinion, report or certification of any third party in connection with the offering of the securities, and none of the Group's Green Finance Framework, the Second Party Opinion or any such other opinion or certification is a recommendation by Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, Erste Group Bank AG, HSBC Continental Europe or ING Bank N.V. or any other person to buy, sell or hold any of the securities.
This communication is being distributed to and is directed only at persons in the United Kingdom having professional experience in matters relating to investments, falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the "Order"), and persons falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). In the UK, this communication must not be acted on or relied on by persons who are not relevant persons. In the UK, any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with such persons.
EEA MiFID II professionals/ ECPs-only / No EEA or UK PRIIPS KID - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.
This communication is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
Credit ratings referred to in this communication should not be taken as recommendations by a rating agency to buy, sell or hold Notes. They may be revised, suspended or withdrawn at any time by the relevant rating agency.
For further information please contact:
NEPI Rockcastle N.V.
Rüdiger Dany/Eliza Predoiu +31 20 237 4770
| JSE sponsor |
||
|---|---|---|
| Java Capital |
+27(0)60 572 2299 | |
| Euronext Listing Agent |
||
| ING Bank N.V. |
+31 20 563 6685 |
|
| Media Relations | [email protected] |
23 September 2025
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