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NEPI Rockcastle N.V.

Capital/Financing Update Sep 23, 2025

3864_rns_2025-09-23_7a10a9e3-517b-4c29-85f5-048db672b786.pdf

Capital/Financing Update

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NEPI Rockcastle N.V.

Incorporated and registered in the Netherlands Registration number 87488329

Share code: NRP ISIN: NL0015000RT3

("NEPI Rockcastle" or "the Company" or "the Group")

BOOK BUILD FOR 8-YEAR UNSECURED GREEN BOND

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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