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NATIONAL STORAGE REIT Capital/Financing Update 2021

Jun 14, 2021

65446_rns_2021-06-14_deee7f22-f1be-46d1-9d0b-d975f355bf91.pdf

Capital/Financing Update

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P | 1800 683 290 A | Level 16, 1 Eagle Street, Brisbane QLD 4000 P | GPO Box 3239 QLD 4001 E | [email protected] nationalstorage.com.au

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15 June 2021

Not for release to US wire services or distribution in the United States

NATIONAL STORAGE REIT ASX ANNOUNCEMENT

RETAIL OFFER BOOKLET DESPATCHED

National Storage REIT (“NSR”) confirms that the retail offer booklet and personalised entitlement and acceptance form in connection with the fully underwritten 1 for 6.27 accelerated nonrenounceable entitlement offer (“Entitlement Offer”), announced by NSR on 8 June 2021, will be despatched to eligible retail securityholders today.

A letter to ineligible retail securityholders notifying them of the Entitlement Offer and their ineligibility to participate will also be despatched today.

A copy of the retail offer booklet and the letter to ineligible retail securityholders is attached.

RETAIL ENTITLEMENT OFFER

NSR is pleased to offer eligible retail securityholders the opportunity to participate in the retail component (“Retail Entitlement Offer”) of the 1 for 6.27 accelerated non-renounceable entitlement offer of new ordinary stapled securities in NSR (“New Securities”) at a fixed price of $2.00 per New Security.

A copy of the retail offer booklet in connection with the Retail Entitlement Offer is attached.

The retail offer booklet will be despatched to eligible retail securityholders on Tuesday, 15 June 2021. The Retail Entitlement Offer will open from today, Tuesday, 15 June 2021 to Thursday, 24 June 2021. Application monies must be received prior to this time, in accordance with the retail offer booklet and entitlement and acceptance form.

Early Retail Entitlement Offer acceptances are due by 5:00pm (AEST) on Monday, 21 June 2021 and will result in an earlier allotment on Wednesday, 23 June 2021. Retail Entitlement Offer acceptances received by 5.00pm (AEST) on Thursday, 24 June 2021 will be allotted New Securities on Wednesday, 30 June 2021.

Further information

Eligible retail securityholders who have any questions regarding the Retail Entitlement Offer should contact the Offer Information Line on 1300 850 505 (within Australia) or on +61 3 9415 4000 (outside Australia) at any time between 8.30am to 5.00pm (AEST) Monday to Friday before the Retail Entitlement Offer closes at 5.00pm (AEST) on Thursday, 24 June 2021.

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NATIONAL STORAGE REIT (NSR) National Storage Holdings Limited (ACN 166 572 845) National Storage Financial Services Limited (ACN 600 787 246 AFSL 475 228) as responsible entity for National Storage Property Trust (ARSN 101 227 712)

ENDS

National Storage is the largest self-storage provider in Australia and New Zealand, with 211 centres providing tailored storage solutions to over 80,000 residential and commercial customers. NSR is the first independent, internally managed and fully integrated owner and operator of self-storage centres to be listed on the Australian Securities Exchange (ASX).

This announcement is authorised for release by the NSR Board of Directors.

For further information:
Andrew Catsoulis Stuart Owen
Managing Director Chief Financial Officer
07 3218 8100 07 3218 8100

This announcement contains certain “forward-looking statements”. Forward looking words such as expect”, “should”, “could”, “may”, “will”, “believe”, “forecast”, “estimate” and other similar expressions are intended to identify such forwardlooking statements. Such statements are subject to various known and unknown risks, uncertainties and other factors that are in some cases beyond NSR’s control. These risks, uncertainties and factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements and from past results, performance or achievements. NSR cannot give any assurance or guarantee that the assumptions upon which management based its forward-looking statements will prove to be correct or exhaustive beyond the date of its making, or that NSR’s business and operations will not be affected by other factors not currently foreseeable by management or beyond its control. Such forward looking statements only speak as at the date of this announcement and NSR does not assume any obligation to update such information.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

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NATIONAL STORAGE REIT (NSR) National Storage Holdings Limited (ACN 166 572 845) National Storage Financial Services Limited (ACN 600 787 246 AFSL 475 228) as responsible entity for National Storage Property Trust (ARSN 101 227 712)

National Storage REIT

comprising National Storage Holdings Limited (ACN 166 572 845)

and National Storage Financial Services Limited (ACN 600 787 246 and AFSL 475 228) as responsible entity for National Storage Property Trust (ARSN 101 227 712)

Retail Offer Booklet

1 for 6.27 pro-rata accelerated non-renounceable entitlement offer of National Storage REIT stapled securities at an Offer Price of $2.00 per New Security to raise approximately $325 million (before costs).

Retail Entitlement Offer closes at 5.00pm (AEST) on Thursday, 24 June 2021.

You may accept early by 5.00pm (AEST) on Monday, 21 June 2021 (This will enable you to be allotted New Securities at the same time as Institutional Investors).

Not for release to US wire services or distribution in the United States

If you are an Eligible Retail Securityholder, this Retail Offer Booklet and the personalised Entitlement and Acceptance Form that accompanies it contain important information and require your immediate attention. You should read both documents carefully and in their entirety. This Retail Offer Booklet is not a prospectus under the Corporations Act 2001 (Cth) ( Corporations Act ) and has not been lodged with the Australian Securities and Investments Commission ( ASIC ). If you have any questions, please call your stockbroker, accountant or other professional adviser or the Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8:30am and 5:30pm (AEST), Monday to Friday.

Important Notices

This Retail Offer Booklet is dated 15 June 2021, and has been issued by National Storage Holdings Limited (ACN 166 572 845) ( NSHL ) and National Storage Financial Services Limited (ACN 600 787 246 and AFSL 475228) as responsible entity for the National Storage Property Trust (ARSN 101 227 712) ( NSPT ) (together, National Storage REIT ). National Storage REIT may also (as the context requires) refer to either NSHL or NSPT or both of them).

This Retail Offer Booklet relates to the Retail Entitlement Offer, which is part of the Entitlement Offer by National Storage REIT to raise up to $325 million. Unless otherwise defined in this section, capitalised terms in this section have the meaning given to them elsewhere in this Retail Offer Booklet.

The Retail Entitlement Offer is made in accordance with sections 708AA and 1012DAA of the Corporations Act (as notionally modified by the ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ). This Retail Offer Booklet is not a prospectus or a product disclosure statement under the Corporations Act and it has not been lodged with ASIC. This Retail Offer Booklet does not contain all of the information which would be required to be disclosed in a prospectus or a product disclosure statement. As a result, it is important for you to read and understand the publicly available information on National Storage REIT and the Entitlement Offer (for example, the information available on the Australian Securities Exchange ( ASX ) website at http://www.asx.com.au) prior to deciding whether to accept your Entitlement and apply for New Securities. The information in this Retail Offer Booklet does not constitute financial product advice, and does not take into account your investment objectives, financial situation or particular needs.

There may be additional announcements made by National Storage REIT after the launch of the Retail Entitlement Offer on Tuesday, 15 June 2021 and throughout the period that the Retail Entitlement Offer is open that may be relevant to your consideration of whether to take up or do nothing in respect of your Entitlement. Therefore, it is prudent that you check whether any further announcements have been made by National Storage REIT (by visiting the ASX website at www.asx.com.au) before submitting your application to take up your Entitlement or doing nothing with your Entitlement.

Please contact your stockbroker, accountant or other professional adviser or the Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8:30am and 5:30pm (AEST), Monday to Friday, if you have any questions.

This Retail Offer Booklet should be read in its entirety (including the accompanying Entitlement and Acceptance Form) before you decide whether to participate in the Retail Entitlement Offer. In particular, the Investor Presentation in Section 4 of this Retail Offer Booklet details important factors and risks that could affect the financial and operating performance of National Storage REIT. Please refer to the "Key Investment Risks" section of the Investor Presentation for details. When making an investment decision in connection with the Retail Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues (some of which have been outlined in Section 3 of this Retail Offer Booklet).

In addition to reading this Retail Offer Booklet in conjunction with National Storage REIT's other periodic and continuous disclosure announcements, you should conduct your own independent review, investigations and analysis of National Storage REIT and the New Securities and obtain any professional advice you require to evaluate the merits and risks of an investment in National Storage REIT before making any investment decision.

By paying for your New Securities through BPAY[® ] or EFT (for Eligible Retail Securityholders in New Zealand only) in accordance with the instructions in the Entitlement and Acceptance Form, you acknowledge that you have read this Retail Offer Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Retail Offer Booklet.

Foreign jurisdictions – restrictions and limitations

This Retail Offer Booklet, the Investor Presentation, any accompanying ASX Announcements and the Entitlement and Acceptance Form have been prepared to comply with the requirements of the securities laws of Australia.

This Retail Offer Booklet, the Investor Presentation, any accompanying ASX Announcements and the Entitlement and Acceptance Form do not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer or the New Securities, or otherwise permit the public offering of the New Securities, in any jurisdiction other than Australia and to existing security holders in New Zealand.

The distribution of this Retail Offer Booklet or the Entitlement and Acceptance Form (including an electronic copy) outside Australia and New Zealand may be restricted by law. If you come into possession of the information in this Retail Offer Booklet or the Entitlement and Acceptance Form, you should observe such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

New Zealand

The New Securities are not being offered to the public within New Zealand other than to existing securityholders of National Storage REIT with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

Not for release to US wire services or distribution in the United States

This Retail Offer Booklet, the Investor Presentation, any accompanying ASX Announcements and the Entitlement and Acceptance Form do not constitute an offer to sell, or invitation to buy, any securities in the United States or to any person who is acting for the account or benefit of any person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).

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National Storage REIT – Retail Offer Booklet

The New Securities have not been and will not be registered under the US Securities Act of 1933, as amended ( US Securities Act ) or the securities laws of any state or other jurisdiction in the United States, and may not be offered or sold in the United States or to persons acting for the account or benefit of a person in the United States (to the extent such persons hold Securities and are acting for the account or benefit of a person in the United States) except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and the applicable securities laws of any state or other jurisdiction in the United States.

Under the Retail Entitlement Offer, the New Securities may not be offered or sold to, persons in the United States or persons who are acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States). The New Securities may only be offered and sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act. Because of these legal restrictions, you must not distribute or send copies of this Retail Offer Booklet, the Investor Presentation, any accompanying ASX Announcements, the Entitlement and Acceptance Form, or any other material relating to the Retail Entitlement Offer, to any person in the United States or persons who are acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States).

Future performance and forward looking statements

This Retail Offer Booklet contains certain “forward looking statements”. Forward looking statements can generally be identified by the use of forward looking words such as “expect”, “anticipate”, “likely”, “intend”, “propose”, “should”, “could”, “may”, “guidance”, “outlook”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target”, and other similar expressions within the meaning of securities laws of applicable jurisdictions. The forward looking statements contained in this Retail Offer Booklet are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of National Storage REIT, its directors and management, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.

There can be no assurance that actual outcomes will not differ materially from these forward looking statements. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Investors should consider the forward looking statements contained in this Retail Offer Booklet in light of those disclosures. You are cautioned not to place undue reliance on any forward looking statements.

No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Retail Offer Booklet.

The forward looking statements are based on information available to National Storage REIT as at the date of this Retail Offer Booklet. Except as required by law or regulation (including the ASX Listing Rules), National Storage REIT undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

Past performance

Investors should note that any past performance information, including past security price performance and pro forma historical information, is provided for illustrative purposes only, and cannot be relied upon as an indicator of (and provides no guarantee or guidance as to) future National Storage REIT performance, including future financial position or security price performance. The pro forma historical information is not represented as being indicative of National Storage REIT's views on its future financial condition and/or performance.

References to “you” and “your Entitlement”

In this Retail Offer Booklet, references to “you” are references to Eligible Retail Securityholders (as defined in Section 5.1) and references to “your Entitlement” (or “your personalised Entitlement and Acceptance Form”) are references to the Entitlements (or personalised Entitlement and Acceptance Form) of Eligible Retail Securityholders.

Times and dates

Times and dates in this Retail Offer Booklet are indicative only and subject to change. All times and dates refer to Australian Eastern Standard Time (AEST). Refer to the “Key Dates” section of this Retail Offer Booklet for more details.

Currency

Unless otherwise stated, all dollar values in this Retail Offer Booklet are in Australian dollars (A$).

Taxation

There will be tax implications associated with participating in the Retail Entitlement Offer and receiving New Securities. Section 3 provides a general guide to the Australian income tax, goods and services tax and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Securityholders. The guide does not take account of the individual circumstances of particular Eligible Retail Securityholders and does not constitute tax advice. National Storage REIT recommends that you consult your professional tax adviser in connection with the Retail Entitlement Offer.

Privacy

National Storage REIT collects information about each applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the applicant's securityholding in National Storage REIT.

By submitting an Entitlement and Acceptance Form, you will be providing personal information to National Storage REIT (directly or through the Share Registry). National Storage REIT collects, holds and will use that information to assess your Application. National Storage REIT collects your personal information to process and administer your securityholding in National Storage REIT and to provide related information to you. National Storage REIT may disclose your personal information for purposes related to your securityholding in National Storage REIT, including to the

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National Storage REIT – Retail Offer Booklet

Share Registry, National Storage REIT's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to your personal information held by (or on behalf of) National Storage REIT. To make a request for access to your personal information held by (or on behalf of) National Storage REIT, please contact National Storage REIT through the Share Registry.

No cooling-off rights

Cooling-off rights do not apply to an investment in New Securities. You cannot withdraw an Application once it has been submitted.

Governing law

This Retail Offer Booklet, the Retail Entitlement Offer, and the contracts formed on acceptance of the Applications are governed by the laws of Queensland, Australia. Each Eligible Retail Securityholder who submits an Application submits to the exclusive jurisdiction of the courts of Queensland, Australia.

No representations

No person is authorised to give any information or to make any representation in connection with the Retail Entitlement Offer which is not contained in the Retail Offer Booklet. Any information or representation in connection with the Retail Entitlement Offer not contained in the Retail Offer Booklet, the accompanying Entitlement and Acceptance Form and any accompanying ASX announcements, may not be relied upon as having been authorised by National Storage REIT or any of its officers in connection with the Retail Entitlement Offer.

Disclaimer

Determination of eligibility of investors for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of National Storage REIT and the Underwriter. To the maximum extent permitted by law, National Storage REIT and the Underwriters and each of their respective affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion.

Statements made in this Retail Offer Booklet are made only as the date of this Retail Offer Booklet. The information in this Retail Offer Booklet remains subject to change without notice.

Trading New Securities

National Storage REIT and each Underwriter, and each of their directors, officers, employees, agents and consultants, will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Securities they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by National Storage REIT or the Share Registry or otherwise, or who otherwise trade or purport to trade New Securities in error or which they do not hold or are not entitled to.

If you are in any doubt as to these matters you should first consult with your stockbroker, accountant or other professional adviser.

No Entitlements trading

The Entitlements are non-renounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred.

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National Storage REIT – Retail Offer Booklet

Table of Contents

Summary of the Retail Entitlement Offer
4
Key dates for the Retail Entitlement Offer
4
Chairman's Letter
6
Section 1
Summary of options available to you
8
Section 2
Actions required by you
9
Section 3
Australian taxation considerations
15
Section 4
ASX Announcements (including National Storage REIT Investor Presentation)
18
Section 5
Additional information
40
Section 6
Glossary
46
Summary of the Retail Entitlement Offer
Offer Price
$2.00 per New Security
Your Entitlement
1 New Security for every 6.27 existing Securities held on the Record Date
Summary of the Retail Entitlement Offer
4
Key dates for the Retail Entitlement Offer
4
Chairman's Letter
6
Section 1
Summary of options available to you
8
Section 2
Actions required by you
9
Section 3
Australian taxation considerations
15
Section 4
ASX Announcements (including National Storage REIT Investor Presentation)
18
Section 5
Additional information
40
Section 6
Glossary
46
Summary of the Retail Entitlement Offer
Offer Price
$2.00 per New Security
Your Entitlement
1 New Security for every 6.27 existing Securities held on the Record Date
Offer Price
$2.00 per New Security
Your Entitlement
1 New Security for every 6.27 existing Securities held on the Record Date

Key dates for the Retail Entitlement Offer

Event Date
Announcement of the Entitlement Offer Tuesday, 8 June 2021
Record date for eligibility in the Retail Entitlement Offer (7.00pm, AEST) Thursday, 10 June 2021
Retail Entitlement Offer opens (9.00am, AEST) Tuesday, 15 June 2021
Retail Offer Booklet despatched, including personalised Entitlement and Tuesday, 15 June 2021
Acceptance Form
Early Retail Acceptance Close Date (5.00pm, AEST) Monday, 21 June 2021
Initial Allotment Date – Allotment of New Securities issued under the Wednesday, 23 June 2021
Institutional Entitlement Offer and Retail Entitlement Offer for Applications
received by the Early Retail Acceptance Close Date
Quotation and normal settlement trading of New Securities issued under the Wednesday, 23 June 2021
Institutional Entitlement Offer and Retail Entitlement Offer for Applications
received by the Early Retail Acceptance Close Date
Retail Entitlement Offer closes (5.00pm, AEST) Thursday, 24 June 2021
Settlement of New Securities issued under the Retail Entitlement Offer Tuesday, 29 June 2021
(other than those issued on the Initial Allotment Date)
Final Allotment Date – Allotment of New Securities issued under the Retail Wednesday, 30 June 2021
Entitlement Offer (other than those issued on the Initial Allotment Date)
Quotation and normal settlement trading of New Securities issued under Thursday, 1 July 2021
the Retail Entitlement Offer (other than those issued on the Initial
Allotment Date)
Despatch of holding statements Friday, 2 July 2021

Note: The timetable above is indicative only and may change. National Storage REIT reserves the right to amend any or all of these dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, National Storage REIT reserves the right to extend the closing date of the Retail Entitlement Offer, to accept late applications under the Retail Entitlement Offer (either generally or in particular cases) and to withdraw or vary the Retail Entitlement Offer without prior notice. Any extension of the closing date may have a consequential effect on the issue date of New Securities. The commencement of quotation of New Securities is subject to confirmation from ASX.

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National Storage REIT – Retail Offer Booklet

No cooling off rights

Cooling off rights do not apply to an investment in New Securities. You cannot withdraw your application once it has been accepted. Eligible Retail Securityholders wishing to participate in the Retail Entitlement Offer are encouraged to submit their personalised Entitlement and Acceptance Form as soon as possible after the Retail Entitlement Offer opens.

Enquiries

If you have any questions, please call the Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia). The Offer Information Line will be open from 8:30am to 5:30pm (AEST), Monday to Friday.

Alternatively, contact your stockbroker, accountant or other professional adviser.

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National Storage REIT – Retail Offer Booklet

Chairman's Letter

Tuesday, 15 June 2021

Dear Securityholder,

I am pleased to invite you to participate in a 1 for 6.27 pro-rata accelerated non-renounceable entitlement offer of new National Storage REIT stapled securities (each comprising one fully paid ordinary share in NSHL stapled to one fully paid ordinary unit in NSPT) ( New Securities ), at an offer price of $2.00 ( Offer Price ) per New Security (the Entitlement Offer ).

Entitlement Offer and use of proceeds

On Tuesday, 8 June 2021, National Storage REIT announced its intention to raise up to $325 million through the Entitlement Offer. The institutional component of the Entitlement Offer (the Institutional Entitlement Offer ) was successfully completed before trading in our stapled securities recommenced on Wednesday, 9 June 2021.

This offer booklet ( Retail Offer Booklet ) relates to the retail component of the Entitlement Offer (the Retail Entitlement Offer ).

The proceeds of the Entitlement Offer will be used to strengthen National Storage REIT's balance sheet, replenish investment capacity and provide additional funding flexibility going forward, taking into account the: (1) $373 million[1] of acquisitions in FY21 to date; (2) strong forward looking acquisition pipeline; and (3) an increased focus on developments and expansions going forward.

The Entitlement Offer is fully underwritten on the terms of the Underwriting Agreement.

Further information about the Entitlement Offer is in National Storage REIT's market release and Investor Presentation, lodged with the ASX on Tuesday, 8 June 2021 (and included in this Retail Offer Booklet in Section 4).

Details of the Entitlement Offer

Under the Retail Entitlement Offer, Eligible Retail Securityholders (as defined in Section 5.1) have the opportunity to invest at the same price as the Institutional Investors who participated in the Institutional Entitlement Offer. The number of New Securities for which you are entitled to subscribe under the Retail Entitlement Offer ( Entitlement ) is set out in your personalised Entitlement and Acceptance Form that will accompany this Retail Offer Booklet when it is dispatched to Eligible Retail Securityholders on Tuesday, 15 June 2021.

The Offer Price of $2.00 per New Security represents a 3.3% discount to the Theoretical Ex-Rights Price ( TERP )[2] and a 3.8% discount to the closing price of National Storage REIT Securities of $2.08 per Security on Monday, 7 June 2021, being the last trading day before the announcement of the Entitlement Offer.

If you are an Eligible Retail Securityholder and wish to take up your Entitlement you can participate in the Retail Entitlement Offer and be issued New Securities at the same time as Eligible Institutional Securityholders on Wednesday, 23 June 2021 if you apply to take up your Entitlement before 5.00pm (AEST) on Monday, 21 June 2021 (the Early Retail Acceptance Close Date ). If you do not apply to take up your Entitlement by the Early Retail Acceptance Close Date, you can still participate in the Retail Entitlement Offer and be issued New Securities on Wednesday, 30 June 2021 if you apply to take up your Entitlement before the Retail Entitlement Offer closes at 5.00pm (AEST) on Thursday, 24 June 2021.

Eligible Retail Securityholders who take up their Entitlement in full may also apply to subscribe for Additional New Securities in excess of their Entitlement, up to a maximum of 50% of their Entitlement. The allocation of Additional New Securities will be subject to the availability of New Securities under the Entitlement Offer. National Storage REIT retains flexibility to scale back applications for Additional New Securities at its discretion (refer to section 2.6 of this Retail Offer Booklet for more information).

1 Includes two acquisitions ($21 million) for which heads of agreement have been signed and are expected to complete by 30 June 2021

2 The TERP is a theoretical price at which a National Storage REIT Security would have traded immediately after the ex-date for the Entitlement Offer assuming 100% take up of the Entitlement Offer. The TERP is a theoretical calculation only and the actual price at which National Storage REIT Securities traded immediately after the ex-date for the Entitlement Offer depended on many factors and may differ to the TERP. The TERP was calculated by reference to National Storage REIT's closing price of $2.08 per Security on Monday, 7 June 2021, being the last trading day before the announcement of the Entitlement Offer.

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National Storage REIT – Retail Offer Booklet

The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradable on the ASX or otherwise transferable. If you do not participate in the Retail Entitlement Offer, your Entitlement will lapse and you will receive no value for those lapsed Entitlements. I encourage you to consider this offer carefully.

Other information

This Retail Offer Booklet contains important information about the Retail Entitlement Offer and National Storage REIT’s business under the following headings:

  • Key dates for the Retail Entitlement Offer;

  • Summary of options available to you;

  • Actions required by you (including instructions on how to participate in the Retail Entitlement Offer if you choose to do so);

  • Australian taxation considerations;

  • ASX announcements (including the Investor Presentation, which provides information on National Storage REIT, including information relating to the purpose of the Entitlement Offer, and a summary of some of the key risks associated with an investment in National Storage REIT); and

  • Additional information.

Accompanying this Retail Offer Booklet is your personalised Entitlement and Acceptance Form which contains details of your Entitlement. Your Entitlement may have value and it is important that you determine whether to take up or do nothing in respect of your Entitlement.

If you choose to do nothing, your Entitlement will lapse and you will receive no value for your Entitlement.

The Early Retail Entitlement Offer closes at 5.00pm (AEST) on Monday, 21 June 2021 and the Retail Entitlement Offer closes at 5.00pm (AEST) on Thursday, 24 June 2021.

To participate in this Entitlement Offer, you need to ensure that you have completed your application by paying the Offer Price multiplied by the number of New Securities you are applying for ( Application Monies ) by BPAY[®] or EFT (for Eligible Retail Securityholders in New Zealand only) before 5.00pm (AEST) on Thursday, 24 June 2021. If you are an Eligible Retail Securityholder in New Zealand, you may pay by electronic funds transfer.

Please carefully read this Retail Offer Booklet in its entirety before you invest. In particular, you should read and consider the “Key Investment Risks” section of the Investor Presentation included in Section 4 of this Retail Offer Booklet which contains a summary of some of the key risks associated with this offer, together with an investment in National Storage REIT.

Please consult your stockbroker, accountant or other professional adviser before making your investment decision.

If you have any questions in respect of the Entitlement Offer please call the Offer Information Line at any time from 8:30am to 5:30pm (AEST) Monday to Friday.

On behalf of the Board of National Storage REIT, I thank you for your continued support and encourage you to consider this investment opportunity.

Yours sincerely

Laurence Brindle

Chairman

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National Storage REIT – Retail Offer Booklet

Section 1 Summary of options available to you

If you are an Eligible Retail Securityholder (as defined in Section 5.1) you may take any one of the following actions:

  • take up all of your Entitlement;

  • take up some of your Entitlement and allow the balance to lapse; or

  • do nothing, in which case your Entitlement will lapse and you will receive no value for your lapsed Entitlement.

You may also apply to participate in the Retail Shortfall Facility (see Section 2.6).

In taking up your Entitlements you have the option to participate in the Early Retail Entitlement Offer by applying for your Entitlement by the Early Retail Acceptance Close Date.

The Early Retail Entitlement Offer closes at 5.00pm (AEST) on Monday, 21 June 2021 and the Retail Entitlement Offer closes at 5.00pm (AEST) on Thursday, 24 June 2021.

If you are a retail Securityholder that is not an Eligible Retail Securityholder (as defined in Section 5.1), you are an Ineligible Retail Securityholder. Ineligible Retail Securityholders are not entitled to participate in the Retail Entitlement Offer.

Offer.
Options available to you Key considerations
1. Take up all of your You may elect to purchase New Securities at the Offer Price and take up
Entitlement all of your Entitlement (see Section 2.4.1 for instructions on how to take up
all of your Entitlement).
The New Securities will rank equally in all respects with existing Securities
(including rights to dividends and distributions).
2. Take up part of your If you do not take up your Entitlement in full, that portion of your Entitlement
Entitlement not taken up will lapse and you will not receive any payment or value for
them (see Section 2.4.2 for details on taking up part of your Entitlement).
If you do not take up your Entitlements in full, your percentage holding in
National Storage REIT will be diluted.
3. Do nothing, in If you do not take up any of your Entitlements, you will not be allocated
which case your New Securities and your Entitlements will lapse. Your Entitlements are
Entitlements will non-renounceable, which means your Entitlements are non-transferrable
lapse and you will and cannot be sold, traded on ASX or any other exchange, nor can they
receive no payment be privately transferred. You will not receive any payment or value for those
or value for those Entitlements not taken up.
lapsed Entitlements
Although you will continue to own the same number of National Storage
REIT Securities, your percentage holding in National Storage REIT will be
diluted.

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Section 2 Actions required by you

2.1 Overview of the Entitlement Offer

National Storage REIT intends to raise up to $325 million under the Entitlement Offer. As part of the Entitlement Offer, Eligible Retail Securityholders (as defined in Section 5.1) are being offered the opportunity to subscribe for 1 New Security for every 6.27 existing Securities held as at 7.00pm (AEST) on Thursday, 10 June 2021 ( Record Date ), at the Offer Price of $2.00 per New Security.

The Entitlement Offer is comprised of:

  • Institutional Entitlement Offer – Eligible Institutional Securityholders were given the opportunity to take up all or some of their Entitlements at the Offer Price of $2.00 per New Security. Entitlements under the Institutional Entitlement Offer were non-renounceable. In total, approximately $260 million was raised in the Institutional Entitlement Offer, representing approximately 80% of total entitlements available under the Entitlement Offer; and

  • Retail Entitlement Offer – Eligible Retail Securityholders are being offered Entitlements under the Retail Entitlement Offer which can be taken up in whole or in part. Entitlements are non-renounceable and are not tradeable or otherwise transferable.

The Entitlement Offer is fully underwritten by J.P. Morgan Securities Australia Limited and Citigroup Global Markets Australia Pty Limited (together, the Underwriters ) on the terms and conditions of the Underwriting Agreement (refer to Section 5.9 for further detail).

You have a number of decisions to make in respect of your Entitlement. These decisions may materially affect the value (if any) that may be received in respect of your Entitlement. You should read this Retail Offer Booklet carefully before making any decisions in relation to your Entitlement.

2.2 Institutional Entitlement Offer

Between Tuesday, 8 June 2021 and Wednesday, 9 June 2021, National Storage REIT conducted an Institutional Entitlement Offer in which it received binding commitments to raise approximately $260 million from Eligible Institutional Securityholders at an Offer Price of $2.00 per New Security.

Under the Institutional Entitlement Offer, Eligible Institutional Securityholders were invited to take up all or part of their Entitlement and, together with certain other Institutional Investors, were also invited to apply for New Securities in excess of their entitlement under the Institutional Entitlement Offer.

New Securities equivalent to the number not taken up by Eligible Institutional Securityholders under the Institutional Entitlement Offer, together with any New Securities which would have been offered to Ineligible Institutional Securityholders if they had been eligible to participate in the Institutional Entitlement Offer, were offered to Eligible Institutional Securityholders who applied in excess of their Entitlement, as well as to certain other Institutional Investors.

New Securities are expected to be issued under the Institutional Entitlement Offer on Wednesday, 23 June 2021 on a normal settlement basis. The National Storage REIT ASX announcement of Wednesday, 9 June 2021, in relation to completion of the Institutional Entitlement Offer, is set out in Section 4 of this Retail Offer Booklet.

2.2.1 Retail Entitlement Offer

The Retail Entitlement Offer opens at 9.00am (AEST) on Tuesday, 15 June 2021 and will close at 5.00pm (AEST) on Thursday, 24 June 2021.

The Retail Entitlement Offer is being made pursuant to section 708AA and 1012DAA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ) and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 ), which allows rights issues to be offered without a prospectus, provided certain conditions are satisfied. This Retail Offer Booklet does not contain all of the information which may be required in order to make an informed decision regarding an application for New Securities offered under the Retail Entitlement Offer. As a result, it is important for you to read carefully and understand the information on National Storage REIT and the Retail Entitlement Offer made publicly available, including the information lodged by National Storage REIT with ASX as part of its continuous disclosure obligations, prior to deciding whether to take up all or some of your Entitlement or do nothing in respect of your Entitlement. In particular, please refer to this Retail Offer Booklet and other announcements made available at http://www.asx.com.au (including announcements which may be made by National Storage REIT after publication of this Retail Offer Booklet).

Please consult with your stockbroker, accountant or other professional adviser if you have any queries or are uncertain about any aspect of the Retail Entitlement Offer.

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Eligible Retail Securityholders should be aware that an investment in National Storage REIT involves risks. The key risks identified by National Storage REIT are set out in the “Key Investment Risks” section of the Investor Presentation (enclosed in Section 4 of this Retail Offer Booklet).

2.3 Your Entitlement

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Security for every 6.27 existing Securities you held as at the Record Date. If the result is not a whole number, your Entitlement has been rounded up to the nearest whole number of New Securities.

If you have more than one registered holding of Securities, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding.

New Securities issued under the Retail Entitlement Offer will be fully paid and from allotment rank equally in all respects with existing Securities and will be entitled to dividends/distributions on the same basis as existing Securities.

See Sections 5.1 and the 'Important Notices' section of this Retail Offer Booklet for information on restrictions on participation in the Retail Entitlement Offer.

2.4 Options available to you

If you are an Eligible Retail Securityholder, you may take any of the following actions. Each of these options may have a materially different outcome on any value you receive in respect of your Entitlement:

  • (a) take up your Entitlement in full (see Section 2.4.1); or

  • (b) take up part of your Entitlement, in which case the remaining balance of your Entitlement would lapse (see Section 2.4.2); or

  • (c) do nothing, in which case your Entitlement will lapse and you will receive no payment or value for your lapsed Entitlement (see Section 2.4.3).

If you wish to take up your Entitlement in full, you may also subscribe for New Securities that are in excess of your Entitlement, up to a maximum of 50% of your Entitlement, as part of the Retail Shortfall Facility ( Additional New Securities ) (see Section 2.6).

The Entitlements are non-renounceable and will not be tradeable or otherwise transferable. Securityholders who do not take up their Entitlement in full will not receive any payment or value for any part of their Entitlement they do not take up. Their percentage holding in National Storage REIT will be diluted.

National Storage REIT reserves the right to reject any Application that is received after the Retail Entitlement Offer closes. The Retail Entitlement Offer closes at 5.00pm (AEST) on Thursday, 24 June 2021, and the Early Retail Entitlement Offer closes at 5.00pm (AEST) on Monday, 21 June 2021 (however, these dates may be varied by National Storage REIT, subject to the Corporations Act, the ASX Listing Rules and other applicable laws).

2.4.1 Taking up all of your Entitlement

If you wish to take up all of your Entitlement, you are required to make payment of your Application Monies via BPAY[®] or EFT (for Eligible Retail Securityholders in New Zealand only) by following the instructions set out on the personalised Entitlement and Acceptance Form within the offer website at https://nsroffer2021.thereachagency.com. Payment must be received by no later than 5.00pm (AEST) on Thursday, 24 June 2021, unless you wish to be allotted New Securities early under the Early Retail Entitlement Offer, in which case payment is due by no later than 5.00pm (AEST) on Monday, 21 June 2021.

If your Application Monies are received via BPAY[®] or EFT (as the case requires) by the Early Retail Acceptance Close Date you will be allotted all or some of your Entitlement (as applied for) on Wednesday, 23 June 2021. However, any allotment of Additional New Securities will occur on Wednesday, 30 June 2021 even if Application Monies are paid by the Early Retail Acceptance Close Date.

If your Application Monies are received via BPAY[®] or EFT (as the case requires) after 5.00pm (AEST) on the Early Retail Acceptance Close Date, but before 5.00pm (AEST) on the final day of the Retail Entitlement Offer period, being Thursday, 24 June 2021, you will be allotted your New Securities on Wednesday, 30 June 2021. All allotments of Additional New Securities will occur on Wednesday, 30 June 2021.

2.4.2 Taking up part of your Entitlement and allowing the balance to lapse

If you wish to take up some of your Entitlement, you are required to make payment of your Application Monies via BPAY[®] or EFT (for Eligible Retail Securityholders in New Zealand only) by following the instructions set out on the personalised Entitlement and Acceptance Form within the offer website at https://nsroffer2021.thereachagency.com by no later than 5.00pm (AEST) on Thursday, 24 June 2021.

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National Storage REIT – Retail Offer Booklet

If National Storage REIT receives an amount that is less than the Offer Price multiplied by your Entitlement, your payment may be treated as an Application for as many New Securities as your Application Monies will pay for in full at the Offer Price.

2.4.3 Allowing your Entitlement to lapse

If you take no action, you will not be allocated New Securities and your Entitlement will lapse.

2.5 Consequences of not taking up all or part of your Entitlement

If you do not take up all or part of your Entitlement in accordance with the instructions set out above, those New Securities representing your Entitlement (or the part of your Entitlement not taken up) will form part of the Retail Shortfall Facility or may be acquired by the Underwriter.

By allowing all or part of your Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Securities representing that part of your Entitlement not taken up and will not receive any value for that part of your Entitlement. Your interest in National Storage REIT will also be diluted.

2.6 Taking up more than your Entitlement

In addition to taking up your Entitlement in full, you may apply for Additional New Securities.

Additional New Securities will only be available where there is a shortfall between the Entitlements being offered to Eligible Retail Securityholders under the Retail Entitlement Offer and the Entitlements taken up by Eligible Retail Securityholders (the Shortfall ). In the event there is a Shortfall, it will be offered pursuant to the Retail Shortfall Facility.

The terms on which you may apply for Additional New Securities are as follows.

  • If you take up all of your Entitlement, you are entitled to subscribe for Additional New Securities in excess of your Entitlement, up to a maximum of 50% of your Entitlement.

  • The offer of Additional New Securities opens at the same date and time as the Retail Entitlement Offer and will close at the same date and time as the Retail Entitlement Offer.

  • Additional New Securities will be offered at the same Offer Price for each New Security.

  • The maximum number of Additional New Securities that may be allotted will be equal to the number of New Securities comprising the Shortfall (subject to the Board's discretion).

  • If the number of New Securities comprising the Shortfall is equal to or greater than the total number of Additional New Securities subscribed for, you will be allotted the number of Additional New Securities that you applied for (subject to the Board's discretion).

  • If the number of New Securities comprising the Shortfall is less than the total number of Additional New Securities subscribed for, the number of Additional New Securities you will be allocated will be scaled back on a pro rata basis.

All decisions regarding the allocation of Additional New Securities and application of any scale-back will be made by the Board of National Storage REIT in its discretion and will be final and binding on all Eligible Retail Securityholders. The Board expects that the discretion not to issue Additional New Securities would only be exercised in exceptional circumstances.

The Board of National Storage REIT reserves the right to issue any Additional New Securities which comprise the Shortfall in their discretion. Therefore, a subscription for Additional New Securities may not be successful (in whole or part), in which case excess Application Monies will be refunded without interest. The decision of the Board of National Storage REIT on the number of Additional New Securities to be allocated will be final. The Board of National Storage REIT will not in any event issue any Additional New Securities to any person if the issue may result in the person's voting power in National Storage REIT increasing to 20% or more.

2.7 Payment

Eligible Retail Securityholders in Australia are required to pay their Application Monies using BPAY[®] . For Eligible Retail Securityholders in New Zealand only, alternative EFT payment arrangements for the payment of their Application Monies will be provided on the personalised Entitlement and Acceptance Form within the offer website at https://nsroffer2021.thereachagency.com.

Cash payments will not be accepted. Additionally, due to postal delays and for public health and safety reasons in light of the COVID-19 pandemic, payments by cheque, bank draft or money order will not be accepted. Receipts for payment will not be issued.

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National Storage REIT – Retail Offer Booklet

National Storage REIT will treat you as applying for as many New Securities as your payment will pay for in full up to your Entitlement. Any Application Monies received for more than your final allocation of New Securities will be refunded as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid on any Application Monies received or refunded.

2.8 Payment by BPAY[®] or EFT

For payment by BPAY[®] or EFT (for Eligible Retail Securityholders in New Zealand only), please follow the instructions on the personalised Entitlement and Acceptance Form. You can only make payment via BPAY[®] if you are the holder of an account with an Australian financial institution that supports BPAY[®] transactions. Where you do not have an account that supports BPAY[®] transactions, please contact the Offer Information Line for further instructions.

If you are paying by BPAY[®] , please make sure you use the specific Biller Code and your unique Customer Reference Number ( CRN ) on your personalised Entitlement and Acceptance Form. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only, use the CRN specific to that holding. If you do not use the correct CRN specific to that holding your application will not be recognised as valid.

If you are paying by EFT (for Eligible Retail Securityholders in New Zealand only), please make sure you use your unique payment reference number as displayed on your personalised Entitlement and Acceptance Form within the offer website at https://nsroffer2021.thereachagency.com. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the unique payment reference number specific to that holding. If you do not use the correct unique payment reference number specific to that holding your Application will not be recognised as valid.

Please note that by paying by BPAY[®] :

  • you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that personalised Entitlement and Acceptance Form and in Section 2.9; and

  • if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Securities as is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY[®] or EFT payment is received by the Share Registry by no later than 5.00pm (AEST) on Monday, 21 June 2021 if you wish to participate in the Early Retail Entitlement Offer or by 5.00pm (AEST) on Thursday, 24 June 2021, being the expected closing date of the Retail Entitlement Offer. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should take this into consideration in the timing of when you make payment.

Eligible Retail Securityholders may also access this Retail Offer Booklet and their personalised payment details at https://nsroffer2021.thereachagency.com from Tuesday, 15 June 2021. To access this website Eligible Retail Securityholders will need their SRN or HIN (which can be found on a previous communication/holding statement or accompanying this Retail Offer Booklet or you will receive it in due course).

2.9 Representations by acceptance

A payment made through BPAY[® ] or EFT constitutes a binding offer to acquire New Securities on the terms and conditions set out in this Retail Offer Booklet and, once paid, cannot be withdrawn. National Storage REIT's decision as to whether to treat an acceptance as valid is final.

By making a payment by BPAY[®] or EFT, you will also be deemed to have represented and warranted to National Storage REIT on behalf of yourself and each person on whose account you are acting that you are an Eligible Retail Securityholder and you:

  • acknowledge that you have received, read and understand this Retail Offer Booklet and your personalised Entitlement and Acceptance Form in their entirety;

  • agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Retail Offer Booklet, and National Storage REIT’s constitution;

  • authorise National Storage REIT to register you as the holder of New Securities allotted to you;

  • declare that all details and statements in the personalised Entitlement and Acceptance Form are complete, accurate and up to date;

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National Storage REIT – Retail Offer Booklet

  • declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;

  • acknowledge that there is no cooling off period under the Retail Entitlement Offer and that once National Storage REIT receives any payment of Application Monies via BPAY[®] or EFT you may not withdraw your funds provided except as allowed by law;

  • agree to apply for and be issued up to the number of New Securities for which you have submitted payment of any Application Monies via BPAY[®] or EFT at the Offer Price per New Security;

  • authorise National Storage REIT, the Underwriter, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Securities to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;

  • acknowledge and agree that:

  • determination of eligibility of investors for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of National Storage REIT and/or the Underwriter; and

  • each of National Storage REIT and the Underwriter, and each of their respective affiliates, disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law;

  • declare that you were the registered holder(s) at the Record Date of the Securities indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date;

  • acknowledge that the information contained in this Retail Offer Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Securities are suitable for you given your investment objectives, financial situation or particular needs;

  • acknowledge that this Retail Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in National Storage REIT and is given in the context of National Storage REIT’s past and ongoing continuous disclosure announcements to ASX;

  • acknowledge the statement of risks in the “Key Investment Risks” section of the Investor Presentation contained in Section 4 of this Retail Offer Booklet, and that investments in National Storage REIT are subject to risk;

  • acknowledge that none of National Storage REIT, the Underwriter, or their respective related bodies corporate and affiliates and their respective directors, contractors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the New Securities or the performance of National Storage REIT, nor do they guarantee the repayment of capital from National Storage REIT;

  • agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of Securities on the Record Date;

  • represent and warrant (for the benefit of National Storage REIT, the Underwriter, and their related bodies corporate and affiliates) that you did not participate in the Institutional Entitlement Offer either directly or through a nominee, are not an Ineligible Retail Securityholder and are otherwise eligible to participate in the Retail Entitlement Offer;

  • represent and warrant that the law of any place does not prohibit you from being given access to this Retail Offer Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Securities and that you are otherwise eligible to participate in the Retail Entitlement Offer;

  • represent and warrant that you are not in the United States and you are not a person (including a nominee or custodian) acting for the account or benefit of a person in the United States, and are not otherwise a person to whom it would be illegal to make an offer or issue of New Securities under the Retail Entitlement Offer and under any applicable laws or regulations;

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National Storage REIT – Retail Offer Booklet

  • understand and acknowledge that the New Securities have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States. Accordingly, you understand that the New Securities may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and the applicable securities laws of any state or other jurisdiction in the United States;

  • represent and warrant that you are purchasing New Securities outside the United States in “offshore transactions” (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act;

  • have not and will not send this Retail Offer Booklet, the personalised Entitlement and Acceptance Form or any other materials relating to the Retail Entitlement Offer to any person in the United States or any other country outside Australia and New Zealand (except nominees and custodians may distribute such materials to Institutional Investors in Permitted Jurisdictions);

  • if you decide to sell or otherwise transfer any New Securities, you will only do so in regular way transactions on the ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States or is acting on behalf of a person in the United States;

  • if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the personalised Entitlement and Acceptance Form (i) is a resident in Australia or New Zealand or is an Institutional Investor in another Permitted Jurisdiction and (ii) is not in the United States or elsewhere outside the Permitted Jurisdiction; and

  • make all other representations and warranties set out in this Retail Offer Booklet.

2.10 Enquiries

If you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions regarding the Entitlement Offer, please contact the Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia). The Offer Information Line will be open from 8:30am to 5:30pm (AEST), Monday to Friday. Alternatively, you can access information about the Retail Entitlement Offer online at https://nsroffer2021.thereachagency.com or https://www.asx.com.au. If you have any further questions, you should contact your stockbroker, accountant or other professional adviser.

Neither this Retail Offer Booklet, the Investor Presentation, nor the accompanying Entitlement and Acceptance Form may be distributed to, or relied upon by, persons in the United States or persons that are acting for the account or benefit of a person in the United States (to the extent such persons are acting for the account or benefit of a person in the United States).

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Section 3 Australian taxation considerations

3.1 General

Set out below is a general summary of the Australian income tax, goods and services tax ( GST ) and stamp duty implications associated with the subscription of New Securities and Additional New Securities for certain Eligible Retail Securityholders (for the purposes of this Section 3, the Subscription ).

The summary does not take account of the individual circumstances of particular Eligible Retail Securityholders and does not constitute tax advice. It does not take into account any financial objectives, tax positions, or investment needs of Eligible Retail Securityholders. The tax implications associated with the Subscription will vary depending on your particular circumstances. Neither National Storage REIT nor any of its officers or employees, nor its taxation or other advisers, accepts any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences.

You should consult your own professional tax adviser regarding the consequences of the Subscription to you in light of your particular circumstances.

The comments in this section deal only with the Australian taxation implications associated with the Subscription if you:

  • are a resident for Australian income tax purposes; and

  • hold your Securities on capital account.

The comments do not apply to you if you:

  • are not a resident for Australian income tax purposes; or

  • hold your Securities as revenue assets or trading stock (which will generally be the case if you are a bank, insurance company or carry on a business of share trading), or acquired your Securities for the purpose of on-sale at a profit; or

  • acquired the Securities in respect of which the Entitlements are issued under any employee share scheme or where the New Securities (and any Additional New Securities) are acquired pursuant to any employee share scheme; or

  • you are subject to the ‘Taxation of Financial Arrangements’ provisions in respect of your holding of existing Securities, New Securities, Additional New Securities or your Entitlement (refer to Section 3.7 below).

This summary is based on Australian tax laws and regulations and the current administrative practice of the Australian Taxation Office ( ATO ) as at the date of this Retail Offer Booklet. Other than as expressly discussed, the summary does not take into account or anticipate changes in Australian tax law or future judicial interpretations of law after this time unless otherwise specified. The summary also does not take into account tax legislation of any country other than Australia.

3.2 Issue of Entitlements

The issue of the Entitlements should not, of itself, result in any amount being included in your assessable income.

3.3 Exercise of Entitlements and applying for Additional New Securities

If you take up (ie, exercise) all or some of your Entitlement, you will acquire New Securities. You will also acquire Additional New Securities if your application for Additional New Securities is accepted.

No income tax or capital gains tax liability should arise for you on the exercise of your Entitlement and your acquisition of New Securities, or on your acquisition of any Additional New Securities if you apply for Additional New Securities and your application for Additional New Securities is accepted.

The cost base (and reduced cost base) for Australian capital gains tax ( CGT ) purposes of each New Security (and each Additional New Security) will generally be equal to the Offer Price for those New Securities (or Additional New Securities) plus certain non-deductible incidental costs you incur in acquiring them. For CGT purposes, each NSHL share and each NSPT unit is a separate CGT asset. Therefore, the cost base (and reduced cost base) should be determined for each NSHL share and each NSPT unit separately through a reasonable allocation of the Offer Price (and other incidental costs as aforementioned).

3.4 Entitlements not taken up

Any Entitlements not taken up under the Retail Entitlement Offer will lapse to the extent not taken up, and the Eligible Retail Securityholder will not receive any consideration. In these circumstances, there should not be any tax implications for an Eligible Retail Securityholder from the lapse of all or some of their Entitlement.

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3.5 Taxation in respect of distributions on New Securities and Additional New Securities

Distributions on the New Securities and additional New Securities may comprise both dividends and trust distributions. Where distributions on a New Security or Additional New Security are paid by National Storage REIT, those distributions will generally constitute assessable income of an Eligible Retail Securityholder.

With respect to the dividend component of the distribution, an Eligible Retail Securityholder who is an individual or complying superannuation entity should include the dividend in their assessable income in the year the dividend is paid, together with any franking credit attached to that dividend. Such Eligible Retail Securityholder should be entitled to a tax offset equal to the franking credit attached to the dividend subject to being a ‘qualified person’ (refer to comments in section 3.6 below). The tax offset can be applied to reduce the tax payable on the Eligible Retail Securityholder’s taxable income. Where the tax offset exceeds the tax payable on the Eligible Retail Securityholder’s taxable income, such Eligible Retail Securityholder should be entitled to a refund of the excess franking offsets.

A corporate Eligible Retail Securityholder is also required to include both the dividend and the associated franking credit as assessable income. A tax offset is then available up to the amount of the franking credit on the dividend. Excess franking credits received cannot give rise to a refund, but may be able to be converted into carry forward tax losses.

Where a dividend paid by National Storage REIT is unfranked, the Eligible Retail Securityholder should include the unfranked amount in their assessable income and there will be no offset entitlement.

With respect to the trust distribution component of the distribution, NSPT has elected to be an Attribution Managed Investment Trust. An Eligible Retail Securityholder should include in their assessable income their “determined member component”. This is, broadly speaking, the trustee’s allocation of the net (taxable) income of NSPT to each Investor, as determined on a fair and reasonable basis in accordance with NSPT’s constituent documents. The trust distribution should generally retain the character that the income had in the hands of NSPT. This may include rent, capital gains and foreign income tax offsets ( FITOs ).

Where an Eligible Retail Securityholder is entitled to a FITO, the FITO will be capped at the greater of $1,000 or, effectively, the amount of Australian tax payable by the Eligible Retail Securityholder on foreign sourced income. The FITO (subject to the FITO cap) can be applied to reduce the tax payable on the Eligible Retail Securityholder’s taxable income.

The FITO is non-refundable and, to the extent the foreign income tax offset is not utilised, cannot be carried forward to future income years.

3.6 New Securities and Additional New Securities held at risk

The benefit of franking credits can be denied where an Eligible Retail Securityholder is not a ‘qualified person’ in which case the Eligible Retail Securityholder will not be able to include an amount for the franking credits in their assessable income and will not be entitled to a tax offset.

Broadly, to be a qualified person, an Eligible Retail Securityholder must satisfy the holding period rule and, if necessary, the related payment rule. The holding period rule requires an Eligible Retail Securityholder to hold the New Securities and Additional New Securities ‘at risk’ for more than 45 days continuously (excluding the date of acquisition and date of disposal) within the holding period. The holding period should commence on the day after the Eligible Retail Securityholder acquires the New Securities and Additional New Securities (respectively) and ending on the 45th day after the New Securities and Additional New Securities (respectively) become ex-dividend. Any day on which an Eligible Retail Securityholder has a materially diminished risk of loss or opportunity for gain in respect of the New Securities or Additional New Securities (e.g. entering into a contract to sell the New Securities or Additional New Securities) will not be counted as a day on which the Eligible Retail Securityholder held the New Securities or Additional New Securities ‘at risk’. This holding period rule should not apply where the total franking credits of an individual in a year of income do not exceed $5,000.

Under the related payment rule, a different testing period applies where the Eligible Retail Securityholder has made, or is under an obligation to make, a related payment in relation to a dividend paid by National Storage REIT. The related payment rule requires the Eligible Retail Securityholder to have held the New Securities and Additional New Securities at risk for a period commencing on the 45th day before, and ending on the 45th day after, the day the New Securities and Additional New Securities become ex-dividend. Practically, this should not impact an Eligible Retail Securityholder who continues to hold New Securities and Additional New Securities and also does not pass the benefit of the dividend to another person. Eligible Retail Securityholders should obtain their own tax advice to determine if these requirements have been satisfied.

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There are specific integrity rules to prevent taxpayers from obtaining a tax benefit from additional franking credits where dividends are received as a result of a dividend washing scheme. Eligible Retail Securityholders should consider the impact of this measure given their own personal circumstances.

3.7 Disposal of New Securities and Additional New Securities

The disposal of a New Security or an Additional New Security will constitute a disposal for CGT purposes.

On disposal of a New Security or an Additional New Security, you will make a capital gain if the capital proceeds received on disposal exceed the total cost base of the New Security or Additional New Security (as relevant). You will make a capital loss if the capital proceeds are less than the total reduced cost base of the New Security or Additional New Security. The cost base of New Securities or Additional New Securities is described above in Section 3.3. In the case of an arm's length on-market sale, the capital proceeds should generally equal the cash proceeds from the sale. Also as described above in Section 3.3, for CGT purposes, each NSHL share and each NSPT unit is a separate CGT asset. Therefore, the capital proceeds on disposal should be determined for each NSHL share and each NSPT unit separately through a reasonable allocation mechanism.

Eligible Retail Securityholders who are individuals, trustees or complying superannuation entities that have held New Securities or Additional New Securities for 12 months or more at the time of disposal (not including the date of acquisition or disposal) should be entitled to apply the applicable CGT discount factor to reduce the capital gain (after offsetting any available capital losses).

The CGT discount factor is 50% for individuals and trustees (other than trustees of a complying superannuation entity) and 33 ⅓ % for complying superannuation entities. The CGT discount is not generally available to Securityholders that are companies.

New Securities will be treated for the purposes of the CGT discount as having been acquired when you exercise your Entitlement and the Additional New Securities will be treated as having been acquired when they are issued to you. Accordingly, in order to be eligible for the CGT discount on the disposal of a New Security or Additional New Security:

  • the New Security must be held for at least 12 months after the date that you exercised your Entitlement; and

  • the Additional New Security must be held for at least 12 months after the date that it was issued to you.

If you make a capital loss, you can only use that loss to offset capital gains from other sources. That is, the capital loss cannot be used against taxable income on revenue account. However, if the capital loss cannot be used in a particular income year it can be carried forward to use in future income years, providing certain tests are satisfied.

3.8 Provision of TFN and/or ABN

National Storage REIT is required to deduct withholding tax from payments of dividends that are not 100% franked, at the rate specified in the Taxation Administration Regulations 2017 (currently 47%), and remit such amounts to the ATO, unless you have quoted a TFN or an ABN, or a relevant exemption applies (and has been notified to National Storage REIT). You are not required to provide your TFN or ABN to National Storage REIT. However, you may choose to do so. You are able to provide your TFN, ABN or relevant exemption online with the Share Registry at www.computershare.com/au. When providing your details online, you will be required to enter your SRN/HIN as shown on your Issuer Sponsored/CHESS statements and other personal details such as your postcode.

3.9 GST

The taking up of the New Securities and Additional New Securities will be classified as a "financial supply" for Australian GST purposes. Accordingly, the issue and taking up of the New Securities and Additional New Securities is likely to be input taxed, meaning that Australian GST will not be payable in respect of the acquisition of the New Securities or Additional New Securities. Eligible Retail Securityholders that are registered or required to be registered for Australian GST may not be entitled to claim an input tax credit for GST incurred on costs associated with the acquisition of New Securities or Additional New Securities acquired under the Retail Shortfall Facility and should seek their own independent advice in this regard.

3.10 Stamp duty

Australian stamp duty will not be payable in respect of the taking up of New Securities or Additional New Securities on the assumption no Securityholder and associated person will hold an interest of 90% or more in National Storage REIT.

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National Storage REIT – Retail Offer Booklet

Section 4 ASX Announcements (including National Storage REIT Investor Presentation)

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P | 1800 683 290
A | Level 16, 1 Eagle Street, Brisbane QLD 4000
P | GPO Box 3239 QLD 4001
E | [email protected]
nationalstorage.com.a u
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Not for release to US wire services or distribution in the United States

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NATIONAL STORAGE REIT ASX ANNOUNCEMENT

8 June 2021

NSR BUSINESS UPDATE, EARNINGS UPGRADE AND EQUITY RAISING

National Storage REIT (“NSR”) is pleased to provide a business update, an upgrade to earnings guidance and announces a fully underwritten $325 million equity raising (“Equity Raising”).

HIGHLIGHTS

  • Strong market conditions and ongoing portfolio optimisation continue to drive business performance with:

  • Record occupancy across Australia and New Zealand of 86.7% as at 30 April 2021, up from 77.6% as at 30 June 2020

  • Occupied NLA has increased 111,000m[2] since 30 June 2020, (excluding FY21 acquisitions)

  • REVPAM[1] up to $229/m[2] , a 21.5% increase from 30 June 2020 of $188/m[2]

  • Acquisitions totalling $373 million completed to date in FY21[2]

  • Increasing focus on the development pipeline and expansion projects to provide long term enhanced revenue and NTA growth

  • Fully underwritten accelerated non-renounceable entitlement offer to raise approximately $325 million to strengthen the balance sheet, replenish NSR’s investment capacity and provide additional funding flexibility going forward

  • Upgrade to FY21 underlying EPS guidance[3] to 8.5 - 8.6 cents per stapled security (from 8.1 - 8.5 cents per stapled security)

  • Preliminary FY22 underlying EPS guidance[2] of no less than 8% growth on FY21

  • Following the Equity Raising, pro forma gearing will reduce from approximately 35% to 24% and pro forma NTA will increase to $1.74 per stapled security

OPERATIONAL UPDATE

NSR is pleased to provide the following operational update, with portfolio metrics as at 30 April 2021.

  • Record high combined Australian and New Zealand portfolio occupancy of 86.7% as at 30 April 2021, an increase of 9.1% since 30 June 2020 (85.4% Dec 2020)

  • Occupied NLA has increased 111,000m[2] since 30 June 2020, including 28,000m[2] since 31 December 2020 (excluding FY21 acquisitions)

  • REVPAM[1] increased 21.5% from $188/m[2] as at 30 June 2020 to $229/m[2] as at 30 April 2021 ($212/m[2] Dec 2020)

1 Australian Portfolio (121) centres – excludes FY20 & FY21 acquisitions, Wine Ark and let-up centres

2 Includes two acquisitions ($21 million) for which heads of agreement have been signed and are expected to complete by 30 June 2021. 3 Taking into account the impact of the equity raising. NSR provides this guidance assuming there are no material changes in market conditions or operating environments, including no material deterioration in COVID-19 restrictions and regulations.

National Storage Financial Services Limited (ACN 600 787 246 AFSL 475 228) as responsible entity for National Storage Property Trust (ARSN 101 227 712)

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NATIONAL STORAGE REIT (NSR) National Storage Holdings Limited (ACN 166 572 845)

page 18

  • Rate per square metre has increased to $261/m[2] as at 30 April 2021, a 5.2% increase from $248/m[2] at 30 June 2020 ($247/m[2] Dec 2020)

“All states and territories in which NSR operates continue to perform strongly and all these areas are now trading over 80% occupancy, with over 35% of all centres now operating at over 90% occupancy, and approximately 70% operating at over 85%[1] ,” said National Storage Managing Director Andrew Catsoulis.

“We attribute this strong operational result to a positive macroeconomic environment as well as a number of internal operational improvements over the past 12 to 18 months. These enhancements include an updated and fully rebuilt website, the integration of our “contact-free move-in“ process, refinements made to our revenue management system, as well as the internalisation of a number of key functions in the business that were previously outsourced.”

ACQUISITIONS UPDATE

NSR has continued to execute on its strategic growth objectives with 27 acquisitions totalling $373 million transacted in FY21 to date[4] , taking advantage of attractive acquisition opportunities for high quality and strategically located assets. These acquisitions consist of 24 storage centres and 3 development sites, adding 134,400m[2] of net lettable area (“NLA”) to NSR’s portfolio. NSR’s forward looking acquisition pipeline continues to remain strong.

“We are pleased to see the continued execution of our acquisitions-based growth strategy which will provide opportunities for ongoing accretion of underlying earnings from these new assets,” said Mr. Catsoulis.

DEVELOPMENT AND EXPANSION UPDATE

NSR is also pleased to announce plans for an increasing focus on development and expansion projects that provide additional built capacity in key markets. NSR’s development pipeline consists of a combination of greenfield/brownfield developments, expansions of existing centres and the “Revive” refurbishment program, and allows NSR to leverage its in-house development expertise.

NSR has 16 active projects, with 6 projects under construction as at 30 April 2021. The development pipeline is forecast to add aggregate NLA of approximately 110,000m[2] .

“Given the ongoing compression in yields across the self-storage sector, and our strong growth in rate, REVPAM and occupancy, NSR believes it is an opportune time to expedite the pace of its development, expansion and centre revitalisation programs. With 70% of our centres now operating at or nearing stabilised occupancy, it is important that we continue to grow our built capacity in a sustainable fashion so as to generate ongoing opportunities to grow underlying earnings per security and NTA”, said Mr. Catsoulis.

EQUITY RAISING

As outlined above NSR has transacted on a number of high-quality acquisition opportunities during FY21 totalling A$373 million, resulting in pro forma gearing of approximately 35%. In order to replenish the investment capacity and provide additional funding flexibility for the acquisition and development pipeline going forward, NSR announces it is undertaking a fully underwritten Equity Raising to raise approximately A$325 million.

4 Includes two acquisitions ($21 million) for which heads of agreement have been signed and are expected to complete by 30 June 2021. NATIONAL STORAGE REIT (NSR) 2 National Storage Holdings Limited (ACN 166 572 845)

National Storage Financial Services Limited (ACN 600 787 246 AFSL 475 228) as responsible entity for National Storage Property Trust (ARSN 101 227 712)

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page 19

The Equity Raising will be structured as a 1-for-6.27 accelerated non-renounceable entitlement offer (“Entitlement Offer”).

The Entitlement Offer is fully underwritten. The offer price of the Entitlement Offer has been set at $2.00 per stapled security (“Issue Price”), which represents a:

  • 3.8% discount to the last closing price of $2.08 per stapled security on 7 June 2021;

  • 3.3% discount to the theoretical ex-rights price of $2.07

New Securities issued under the Entitlement Offer will rank equally with existing stapled securities from allotment and will be entitled to the distribution for the six months ending 30 June 2021.

Offer proceeds will be used initially to repay debt to strengthen NSR’s balance sheet, reducing pro forma December 2020 gearing levels from approximately 35% to 24%, representing the low end of NSR’s target gearing range of 25% - 40%, providing NSR additional funding flexibility to continue its consolidation strategy and pursue further growth through the development program.

“This will enable us to further strengthen our balance sheet in order to facilitate ongoing growth of the business from a development, expansion and centre revitalisation basis, as well as enabling us to undertake continued acquisitions on a selected basis,” said Mr. Catsoulis.

GUIDANCE UPDATE

Taking into account the impact of the Equity Raising and NSR’s strong operating performance, NSR provides upgraded FY21 underlying EPS guidance[5] of 8.5 - 8.6 cents per stapled security (previous guidance range of 8.1 - 8.5 cents per stapled security).

Subject to no material changes in market conditions or operating environment, and taking into account the Equity Raising announced today, NSR provides preliminary guidance for FY22 underlying EPS growth of no less than 8% on FY21.

NSR expects to announce its FY21 full year results on 25 August 2021.

TIMETABLE

EVENT DATE
Trading halt and announcement of the Entitlement Offer Tuesday, 8 June 2021
Institutional Entitlement Offer opens and closes Tuesday, 8 June 2021
Trading resumes on an ex-Entitlement Offer basis Wednesday, 9 June 2021
Entitlement Offer Record Date 7.00pm Thursday, 10 June 2021
Retail Entitlement Offer opens 9.00am Tuesday, 15 June 2021
Early Retail Acceptance Due Date 5.00pm Monday, 21 June 2021
Settlement of the Institutional Entitlement Offer and early Retail
Entitlement Offer
Tuesday, 22 June 2021
Allotment of new securities issued under the Institutional Entitlement
Offer and Early Retail Entitlement Offer
Wednesday, 23 June 2021
Retail Entitlement Offer closes 5.00pm Thursday, 24 June 2021

5 NSR provides this guidance assuming there are no material changes in market conditions or operating environments, including no material deterioration in COVID-19 restrictions and regulations.

NATIONAL STORAGE REIT (NSR) 3 National Storage Holdings Limited (ACN 166 572 845)

National Storage Financial Services Limited (ACN 600 787 246 AFSL 475 228) as responsible entity for National Storage Property Trust (ARSN 101 227 712)

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page 20

EVENT DATE Settlement of the Retail Entitlement Offer Tuesday, 29 June 2021 Allotment of the remaining new securities issued under the Retail Wednesday, 30 June 2021 Entitlement Offer Record date for June distribution 7.00pm Wednesday, 30 June 2021 Normal trading of remaining new securities issued under the Retail Thursday, 1 July 2021 Entitlement Offer

Note: All dates and times are indicative only and subject to change. Unless otherwise specified, all dates and times refer to Australian Eastern Standard Time (AEST). Subject to the requirements of the Corporations Act, the ASX listing rules and any other applicable laws, NSR, in consultation with the Underwriters, reserves the right to amend this timetable at any time. NSR reserves the right to vary these dates or withdraw the offer at any time.

ADDITIONAL INFORMATION

Additional information about the Equity Raising, including certain key risks, is contained in the investor presentation released to the ASX today.

All dollar amounts are in Australian dollars unless otherwise indicated.

ENDS

National Storage is the largest self-storage provider in Australia and New Zealand, with 211 centres providing tailored storage solutions to over 80,000 residential and commercial customers. NSR is the first independent, internally managed and fully integrated owner and operator of self-storage centres to be listed on the Australian Securities Exchange (ASX).

For further information: Andrew Catsoulis Managing Director 07 3218 8100

Stuart Owen Chief Financial Officer 07 3218 8100

This announcement contains certain “forward-looking statements”. Forward looking words such as expect”, “should”, “could”, “may”, “will”, “believe”, “forecast”, “estimate” and other similar expressions are intended to identify such forward-looking statements. Such statements are subject to various known and unknown risks, uncertainties and other factors that are in some cases beyond NSR’s control. These risks, uncertainties and factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements and from past results, performance or achievements. NSR cannot give any assurance or guarantee that the assumptions upon which management based its forward-looking statements will prove to be correct or exhaustive beyond the date of its making, or that NSR’s business and operations will not be affected by other factors not currently foreseeable by management or beyond its control. Such forward looking statements only speak as at the date of this announcement and NSR does not assume any obligation to update such information.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

NATIONAL STORAGE REIT (NSR) 4 National Storage Holdings Limited (ACN 166 572 845) National Storage Financial Services Limited (ACN 600 787 246 AFSL 475 228) as responsible entity for National Storage Property Trust (ARSN 101 227 712)

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National Storage REIT
BUSINESS UPDATE AND EQUITY RAISING
8 JUNE 2021
NOT FOR RELEASE TO U.S. WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
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DISCLAIMER

This presentation has been prepared by National Storage REIT (“ NSR ”) comprising National Storage Holdings Disclaimer Limited (ACN 166 572 845) (“ NSHL ”) and National Storage Financial Services Limited (ACN 600 787 246 and To the maximum extent permitted by law, no member of NSR or any of its related bodies corporate and each AFSL 475 228) as responsible entity for the National Storage Property Trust (ARSN 101 227 712) (“ NSPT ”) . You of their respective directors, employees, officers, associates, agents, auditors and advisers offer any acknowledge and agree that you will rely on your own independent assessment of any information, representation, guarantee or warranty, express or implied, as to the accuracy, completeness, currency or statements or representations contained in this presentation and such reliance will be entirely at your own risk. reliability (including as to auditing or independent verification) of any statement, estimate, opinion or other information contained in this presentation. To the maximum extent permitted by law, the members of NSR This presentation has been prepared in relation to an entitlement offer of NSR’s stapled securities (each and each of their related and controlled entities and each of their respective directors, officers, employees comprising one ordinary share in NSHL stapled to one ordinary unit in NSPT) (“ Stapled Securities ”) to existing and agents disclaim all liability and responsibility (including without limitation any liability arising from fault or NSR securityholders (the “ Entitlement Offer ”), with any Stapled Securities issued under the Entitlement Offer negligence) for any direct or indirect loss or damage which may be suffered through the use, or reliance on, being “New Securities”. The Entitlement Offer will be structured as a pro rata accelerated non-renounceable anything contained in, or omitted from, this presentation. entitlement offer in two stages – the first stage being an offer of New Securities to eligible institutional holders of Stapled Securities (the “ Institutional Entitlement Offer ”) and the second stage being an offer of New NSR reserves the right to withdraw the offer or vary the timetable for the offer without notice. Securities to eligible retail holders of Stapled Securities with registered addresses in Australia or New Zealand (the “ Retail Entitlement Offer ”). NSR intends to conduct the Entitlement Offer without disclosure to investors In consideration for being given access to this presentation, the recipient confirms, acknowledges, undertakes under Part 6D.2 or Part 7.9 of the Corporations Act 2001 (Cth) (“Corporations Act”) in accordance with and agrees to the matters set out in this Disclaimer and any modifications notified to you. sections 708AA and 1012DAA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73). Not an offer of securities Determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a This presentation is for information purposes only and should not be considered as a solicitation, offer or number of matters, including legal requirements and the discretion of NSR and the underwriters and joint lead invitation for subscription, purchase or sale of NSR securities or any other financial products or securities in any managers (together, the “ Joint Lead Managers ” and “ Underwriters ”) . NSR and the Underwriters disclaim any jurisdiction. To avoid any doubt, this presentation is not a prospectus, product disclosure statement or other liability in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law. You disclosure or offer document under the Corporations Act 2001 (Cth) (the " Corporations Act ") or other offering acknowledge and agree that you will rely on your own independent assessment of any information, document under any other Australian law, or any law of any other jurisdiction. Neither is this presentation statements or representations contained in this presentation and such reliance will be entirely at your own risk. financial product advice, investment advice or any recommendation. Accordingly, this presentation does not By accepting, assessing or reviewing the presentation, or attending any presentation or briefing in connection contain all the information that would be required to be included in a prospectus, product disclosure with the Entitlement Offer, you agree to be bound by the following conditions. statement or other disclosure or offer document prepared in accordance with the requirements of the

This presentation is for information purposes only and should not be considered as a solicitation, offer or invitation for subscription, purchase or sale of NSR securities or any other financial products or securities in any jurisdiction. To avoid any doubt, this presentation is not a prospectus, product disclosure statement or other disclosure or offer document under the Corporations Act 2001 (Cth) (the " Corporations Act ") or other offering document under any other Australian law, or any law of any other jurisdiction. Neither is this presentation financial product advice, investment advice or any recommendation. Accordingly, this presentation does not contain all the information that would be required to be included in a prospectus, product disclosure statement or other disclosure or offer document prepared in accordance with the requirements of the Corporations Act and has not been lodged with the Australian Securities and Investments Commission (" ASIC ") or any other financial services or securities regulator.

Not retail offer booklet The retail offer booklet for the Retail Entitlement Offer will be made available to eligible retail holders of Stapled Securities following its lodgement with the ASX. Any eligible retail investor who wishes to participate in the Retail Entitlement Offer should read and consider the retail offer booklet when deciding whether to participate in the Retail Entitlement Offer. This presentation will not form part of any contract for the acquisition of New Securities. Summary information This presentation contains summary information about the current activities of NSR and the entities within the NSR stapled group as at the date of this presentation. The information in this presentation is of a general nature and does not purport to be complete. Statements made in this presentation are, unless otherwise stated, made only as of the date of this presentation and remain subject to change without notice. NSR is not responsible for updating, nor undertakes to update, this presentation. NSR may, in its absolute discretion, but without being under any obligation to do so, update or supplement this presentation or the announcement to which it is attached. Any further information will be provided subject to the terms and conditions contained in this Disclaimer.

Investment risk

An investment in Stapled Securities (including New Securities) is subject to investment and other known and unknown risks, some of which are beyond the control of NSR. NSR does not guarantee any particular rate of return or the performance of NSR or the Stapled Securities (including the New Securities), nor does it guarantee the repayment of capital from NSR or any particular tax treatment. Persons should have regard to the investor risks set out in this presentation.

Not financial advice

Nothing in this presentation constitutes financial, investment, legal, tax or other advice, nor a recommendation to acquire New Securities. This presentation has been prepared without taking account of any person's individual investment objectives, financial situation or particular needs. Each recipient of this presentation should consult with, and rely solely upon, the advice of their own legal, tax, business and/or financial advisors in connection with any decision made in relation to the information contained in this presentation.

This presentation should be read in conjunction with NSR’s other periodic and continuous disclosure Cooling off rights do not apply to the acquisition of New Securities. announcements lodged with the ASX, which are available at www.asx.com.au. 2

page 22

3

DISCLAIMER

( c o n t . )

Market and industry data

Certain market and industry data used in connection with this presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. No member of NSR or any of its related bodies corporate and each of their respective representatives or advisers have independently verified any such market or industry data provided by third parties or industry or general publications.

Accounting standards

NSR’s statutory results are prepared in accordance with Australian Accounting Standards (“ AAS ”) and interpretations issued by the Australian Accounting Standards Board and comply with International Financial Reporting Standards (“ IFRS ”). This presentation also includes certain non-IFRS measures in presenting NSR’s results. Any additional financial information in this presentation which is not included in NSR’s 31 December 2020 Financial Statements was not subject to independent audit or review. Investors should be aware that certain financial data included in this Presentation, including gearing and financial information and measures described as “pro forma”, is “non-IFRS financial information” under ASIC Regulatory Guide 230: “Disclosing non-IFRS financial information” published by ASIC and “non-GAAP financial measures” within the meaning of Regulation G of the U.S. Securities Exchange Act of 1934. NSR believes this non-IFRS financial information/nonGAAP financial measures provide useful information to users in measuring the financial position and conditions of NSR.

Non-IFRS financial information/non-GAAP financial measures do not have a standardised meaning prescribed by AAS or IFRS. Accordingly, the non-IFRS financial information/non-GAAP financial measures in this presentation: (i) may not be comparable to similarly titled measures presented by other entities; (ii) should not be construed as an alternative to other financial measures determined in accordance with AAS or IFRS; and (iii) is not a measure of performance, liquidity or value under AAS or IFRS. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial information/non-GAAP financial measures included in this presentation.

The pro-forma financial information included in this presentation is for illustrative purposes and does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission .

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Forward-looking statements

This presentation contains certain “forward-looking statements”, including about NSR’s expectations about the financial and operating performance of its businesses, the plans, strategies and objectives of the management of NSR, the industry and the markets in which NSR operates, future earnings guidance, the extent and the potential impact and duration of the COVID-19 pandemic and the timetable and the outcome of the equity raising described in this presentation and the proceeds thereof. Forward-looking words such as expect”, “should”, “could”, “may”, “will”, “believe”, “likely”, “forecast”, “estimate”, “guidance” and other similar expressions are intended to identify such forward-looking statements. Such statements are subject to various known and unknown risks, uncertainties and other factors that are in some cases beyond NSR’s

control. These risks, uncertainties and factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements and from past results, performance or achievements. NSR cannot give any assurance or guarantee that the assumptions upon which management based its forward-looking statements will prove to be correct or exhaustive beyond the date of its making, or that NSR’s business and operations will not be affected by other factors not currently foreseeable by management or beyond its control. Such forward-looking statements only speak as at the date of this announcement and NSR does not assume any obligation to update such information.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19. Any such statements, opinions and estimates in this presentation speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are provided as a general guide only. The forward-looking statements contained in this presentation are not indications, guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of NSR, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Forward-looking statements may also assume the success of NSR’s business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond NSR’s control, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward-looking statements may have been prepared or otherwise. Refer to the key risks set out in this presentation for a non-exhaustive summary of certain key business, offer and general risk factors that may affect NSR.

Effect of rounding

Several figures, amounts, percentages, estimates and calculations of value in this presentation are subject to the effect of rounding

Financial data

All references to dollars and cents are in reference to Australian dollars unless otherwise stated and all financial data is presented as at the date of this presentation unless otherwise stated.

There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. Several important factors could cause actual results or performance to differ materially from the forward-looking statements, including (without limitation) the risks and uncertainties associated with the ongoing impacts of COVID-19, the Australian and global economic environment and capital market conditions and other risk factors set out in this presentation. Other risks may materially affect the future performance of NSR and the price of Stapled Securities. Additional risks and uncertainties not presently known to management or that management currently believe not to be material may also affect NSR’s business.

Past performance

This presentation contains information as to past performance of NSR. Such information is given for illustrative purposes only, and is not – and should not be relied upon as – an indication of future performance of NSR. The historical information in this presentation is, or is based upon, information contained in previous announcements made by NSR to the market. These announcements are available at www.asx.com.au

DISCLAIMER

( c o n t . )

Forward-looking statements (cont.)

Accordingly, no assurances or guarantees of future performance, profitability, distributions, or returns of capital are given by NSR or any other person. Investors should consider the forward-looking statements contained in this presentation in light of those risks and disclosures. The forward-looking statements are based on information available to the Trust as at the date of this presentation.

No guarantee, representation, warranty or assurance (express or implied) is given or made in relation to any forward-looking statement by any person (including NSR or any of its advisers). In particular, no guarantee, representation, warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in any forward-looking statements in this presentation will actually occur. Actual operations, results, performance, production targets or achievement may vary materially from any projections and forward-looking statements and the assumptions on which those statements are based. Except as required by law or regulation (including the ASX Listing Rules), NSR disclaims any obligation or undertaking to update forward-looking statements in this presentation to reflect any changes in expectations in relation to any forward-looking statement or change in events, circumstances or conditions on which any statement is based. To the maximum extent permitted by law, responsibility for the accuracy or completeness of any forward-looking statements whether as a result of new information, future events or results or otherwise is disclaimed.

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Neither the Joint Lead Managers nor any other Limited Party makes any recommendation as to whether any potential investor should participate in the Entitlement Offer. Further, neither the Joint Lead Managers nor any other Limited Party accepts any fiduciary obligations to or relationship with any investor or potential investor in connection with the Entitlement Offer or otherwise, and by accessing this presentation each recipient expressly disclaims any such fiduciary relationship and agrees that it is responsible for making its own independent judgements with respect to the Entitlement Offer and any other transaction or other matter arising in connection with this presentation.

The Joint Lead Managers and other Limited Parties may have interests in the securities of NSR, including being directors of, or providing investment banking services to, NSR. Further, they may act as market maker or buy or sell those securities or associated derivatives as principal or agent. Such persons may receive fees or other benefits for engaging in these activities.

Acknowledgement and representation and warranty

By attending or receiving this presentation you acknowledge and agree that you understand the contents of this notice and that you agree to abide by its terms and conditions. By attending or receiving this presentation you further agree, irrevocably and unconditionally, to submit to the non-exclusive jurisdiction of the courts of Queensland, in respect of any disputes, actions, suits or proceedings arising out of, or relating to, this presentation.

Restriction on distribution

This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction where it would be illegal. The NSR Stapled Securities to be offered and sold (“ New Securities ”) as set out in this presentation have not been, and will not be, registered under the US Securities Act of 1933, as amended (" US Securities Act ") or the securities laws of any US state or other jurisdiction of the United States. Accordingly, the New Securities may not be offered or sold in the United States unless they are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable state securities laws.

Stapled Securities

Investors in Stapled Securities (including New Securities) should note that ASX reserves the right (without limiting its absolute discretion) to remove NSHL and/or NSPT from the official list of ASX if any of the securities comprising the Stapled Securities cease to be stapled together, or any equity securities are issued by NSHL or NSPT which are not stapled to corresponding securities in the other entity.

The distribution of this presentation (including an electronic copy) in the United States and other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any noncompliance with such restrictions may contravene applicable securities laws. Please refer to the section of this presentation headed “International Offer Restrictions” for more information.

Lead Manager disclaimer

The Joint Lead Managers, together with their related bodies corporate, shareholders and affiliates, and each of their respective officers, directors, employees, affiliates, agents and advisers (each a Limited Party ) have not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this presentation and there is no statement in this presentation which is based on any statement made by the Joint Lead Managers or any other Limited Party. To the maximum extent permitted by law, the Joint Lead Managers and each other Limited Party expressly disclaim all liabilities (including for negligence) in respect of, and take no responsibility for, any part of this presentation other than references to them, and make no representation or warranty (whether express or implied) regarding any part of this presentation, including as to the currency, accuracy, reliability or completeness of any information in this presentation.

4

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CONTENTS CONTENTS
Executive Summary 5
Business Update 7
Equity Raising 13
Appendix I – Key Investment Risks 19
Appendix II – International Offer Restrictions 24
Appendix III – Summary of Underwriting Agreement 28
5

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EXECUTIVE SUMMARY
BUSINESS UPDATE AND EQUITY RAISING TO REPLENISH INVESTMENT CAPACITY
▪ Strong trajectory announced as part of the 1H FY21 results has continued into 2H FY21 – market conditions and ongoing portfolio
optimisation continue to drive record occupancy and rate growth
Operational ▪ REVPAM for the Australian Portfolio was $229/m [2] as at 30 April 2021, an increase of 8.1% from 31 December 2020 and 21.5% from
update 30 June 2020
▪ Record occupancy for the combined Australian and New Zealand portfolios of 86.7% as at 30 April 2021 [(1)] , with occupied NLA
increasing by 111,000m [2] since 30 June 2020, including 28,000m [2] added since 31 December 2020 [(2)]
▪ Continue to execute on strategic growth objectives with 27 acquisitions totalling $373 million transacted in FY21 to date [(3)] and 16
active development and expansion projects, with an aggregate NLA pipeline of approximately 110,000m [2] of new capacity
Investment ▪ Forward-looking acquisition pipeline remains strong
update
▪ Increasing focus on development and expansion projects that provide additional built capacity in key markets to underpin long-
term occupancy and revenue growth
▪ Fully underwritten 1-for-6.27 accelerated non-renounceable entitlement offer of approximately $325 million at an issue price of
$2.00 per stapled security (“ Entitlement Offer ” or “ Equity Raising ”)
Equity raising ▪ Proceeds will be used to strengthen the balance sheet, replenish investment capacity and provide additional funding flexibility
going forward
▪ Taking into account the impact of the Equity Raising and NSR’s strong operating performance, NSR provides upgraded FY21
Outlook [(][4)] underlying EPS guidance of 8.5 to 8.6 cents per stapled security
▪ Preliminary guidance for FY22 underlying EPS growth of no less than 8% on FY21
1 Australian Portfolio (121) centres; New Zealand Portfolio (21 centres) – excludes FY20 & FY21 acquisitions, Wine Ark and let-up centres
23 30 June 2020 centres - excludes FY21 acquisitions Includes two acquisitions ($21 million) for which heads of agreement have been signed and are expected to complete by 30 June 2021 6
4 NSR provides this guidance assuming there are no material changes in market conditions or operating environments, including no material deterioration in COVID-19 restrictions and regulations
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page 24

CONTENTS CONTENTS
Executive Summary 5
Business Update 7
Equity Raising 13
Appendix I – Key Investment Risks 19
Appendix II – International Offer Restrictions 24
Appendix III – Summary of Underwriting Agreement 28
7

OPERATIONAL UPDATE

RECORD HIGH OCCUPANCY AND REVENUE GROWTH OVER THE PAST 12 MONTHS

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240 REVPAM June 2019 Australian Centres
▪ Strong trajectory announced as part of the 1H
FY21 results has continued into 2H FY21, supported
by market conditions and ongoing portfolio 230
optimisation
▪ Revenue management strategies continue to 220
evolve through the use of NSR’s multiple signal
revenue management system and data analytics
using AI, regression analysis and algorithms 210
▪ Australian Portfolio metrics as at 30 April 2021 [(1)] :
200
▪ Occupancy: 86.8% (Dec 20: 84.9%)
190
▪ Rate: $261/m [2] (Dec 20: $247/m [2] )
▪ REVPAM: $229/m [2] (Dec 20: $212/m [2] ) 180
▪ Self-storage has demonstrated its resilience
through COVID-19 and is benefitting from changes to how people live and work 170 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21
1 Australian Portfolio (121) centres 30 June 2019, excluding Wine Ark, New Zealand and let-up centres
8
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9

OPERATIONAL UPDATE ( c o n t . )

CONSISTENTLY DELIVERING OCCUPANCY GROWTH

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  • Combined occupancy for Australian and New Zealand portfolios of 86.7% as at 30 April 2021(+9.1%)[(1)]

  • Australian Portfolio: 86.8% (+10.3%)[(1)]

  • New Zealand Portfolio: 86.5% (2.1%)[(1)]

  • Strong recovery from COVID-19 lows

  • All states demonstrating strong growth

  • Occupied NLA has increased by 111,000m[2] since 30 June 2020, including 28,000m[2] added since 31 December 2020[(2)]

  • 35% of centres above 90% occupancy (Dec 20: 32%)

  • 70% of centres above 85% occupancy (Dec 20: 62%)

  • Approximately 95,000m[2] of growth remains before the current portfolio reaches 90% occupancy, providing significant upside in revenue from existing built capacity

  • Relatively fixed cost-base means the majority of additional revenue contributes directly to underlying earnings

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Australia and New Zealand Combined Occupancy
90.0%
80.0%
70.0%
60.0%
50.0%
Australia & New Zealand
Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Jun-19 Jun-20 Dec-20 Apr-21
100.0%
Occupancy By State Including New Zealand
90.0%
80.0%
70.0%
60.0%
50.0%
QLD NSW VIC SA/NT TAS ACT WA NZ
Jun-20 76.7% 74.2% 79.8% 71.1% 85.5% 84.4% 74.6% 84.4%
Apr-21 90.1% 83.5% 85.3% 85.1% 88.5% 90.4% 85.9% 86.5%
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Australian Portfolio (121 centres) - excludes FY20 & FY21 acquisitions, Wine Ark and let-up centres New Zealand Portfolio (21 centres) - excludes let-up centres 1 Since 30 June 2020 2 30 June 2020 centres - excludes FY21 acquisitions

ACQUISITION UPDATE

CONTINUING NSR’S TRACK RECORD OF HIGH-QUALITY ACQUISITIONS ACROSS AUSTRALASIA

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▪ Acquired 24 centres and 3 development sites for $373 million in
FY21 to date, adding 134,400m [2] of NLA to NSR’s portfolio [(1)] Portfolio value (A$ Million)
▪ Scalability of the operating platform continues to drive
efficiencies across the business # assets - - - - 6 8 8 11 11 13 14 22 23 23 25
38 41 49 54 59 68 97 102 107 117 127 141 154 161 177
▪ Forward-looking acquisition pipeline remains strong 3,000
2,657
▪ Given tightening of acquisition yields, NSR will focus on acquisitions with value-add opportunities 2,500 2,275 2,281 307
CAGR: 23.4% 1,948 294 304
2,000
REGION NUMBER OF CENTRES NLA (m [2] ) 1,593 258
Melbourne 10 48,400 1,500 1,163 [1,244 ] 1,431 101 122
Brisbane 2 13,500 1,000 1,006 56 79 79
666
Sunshine CoastNorth Coast (NSW) 42 27,70015,400 500 274 316 402 500 569 31 56
Sydney 2 13,100 -
Perth 1 5,800
New Zealand
North Queensland 2 6,700 Australia
Christchurch (NZ) 1 3,800
1 Includes two acquisitions ($21 million) for which heads of agreement have been signed and are expected to
Total Acquisitions [(2)] 24 134,400 2complete by 30 June 2021 Excludes development sites 10
A$ Million
2,350
1,981 1,977
1,690
950 1,084 1,165 1,330 1,471
274 316 402 500 538 610
IPO / Dec-13 Jun-14 Dec-14 Jun-15 Dec-15 Jun-16 Dec-16 Jun-17 Dec-17 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20
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page 26

DEVELOPMENT AND EXPANSION UPDATE

INCREASING FOCUS ON DEVELOPMENT AND EXPANSION PROJECTS

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  • Target projects providing additional built capacity in key markets

  • Locations selected after extensive heat mapping based on socio-economic demographics and storage demand per capita analysis

10 projects completed FY21 YTD adding 58,000m[2] of NLA

16 active projects, with 6 projects under construction[(1)]

  • Combination of turnkey greenfield/brownfield development and expansion allows NSR to leverage its in-house development expertise

  • Provides long-term enhanced revenue and NTA outcomes for NSR

Expansions – Existing centres

  • Strategic expansion of existing sites with additional capacity where occupancy levels are consistently high and demand exceeds supply

  • Optimisation of land parcels acquired over time (hardstand and outdoor area conversions into more intensive storage uses)

  • Significant value-add potential (over 50 centres within current portfolio with expansion possibilities)

  • Operating costs remain largely fixed

  • Targeting 15%+ 5-year IRR and 10%+ return on cost at stabilised revenue

  • “Revive” – Refurbishment program

  • Assessment of every site from a safety, functionality, repair/ maintenance cost, technology and visual appeal perspective

  • Refurbish identified target assets to improve functionality and customer experience to enhance revenue

  • 1 As at 30 April 2021

Aggregate NLA pipeline approximately 110,000m[2]

New developments

  • Focus on expanding coverage in key target growth areas

  • Built to exacting NSR specifications

  • Application of new technology such as Bluetooth Smart Access to provide improved efficiency and enhanced customer and employee experience

  • Built to conform to NSR’s internal sustainability guidelines

  • Integration of the newly developed wayfinding concept

  • Maximises returns on land within existing portfolio and on identified new development sites

  • Targeting double digit 5-year IRR and 10%+ return on cost at stabilised revenue

11

NATIONAL STORAGE REIT TRACK RECORD

PROVEN TRACK RECORD OF DELIVERING STRONG TOTAL RETURNS FOR NSR SECURITYHOLDERS

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  • NSR’s ongoing acquisition and development strategy combined with its fully integrated, scalable platform has continued to deliver enhanced returns to securityholders

  • Recent experience has demonstrated the strength and resilience of NSR’s business, providing strong returns to its securityholders despite the challenging operating and economic conditions created by COVID-19

  • Over 150 self-storage acquisition and development opportunities delivered since IPO has allowed NSR to cement its position as the leading owner-operator of storage centres in Australasia

  • Successful execution of strategy has enabled NSR to deliver growing returns to securityholders

  • NSR has materially outperformed the total returns of the ASX200 A-REIT Index since IPO[(1)]

  • Utilisation of new technology and innovation to improve and strengthen NSR’s business model across multiple areas of the business including built efficiency, digital marketing, revenue management and operational economies of scale

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Total Securityholder Returns Since IPO (Annualised) [(1)]
National Storage ASX200 A-REIT Index
16.7%
11.6%
National Storage ASX200 A-REIT Index
Total Securityholder Returns Since IPO [(1)]
NSR ASX200 A-REIT Index ASX200 Index
400
350
300 216%
250 127%
200 115%
150
100
50
Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-18 Dec-19 Dec-20
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1 Bloomberg as at 7 June 2021; rebased to 100 on 18 December 2013

12

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CONTENTS CONTENTS
Executive Summary 5
Business Update 7
Equity Raising 13
Appendix I – Key Investment Risks 19
Appendix II – International Offer Restrictions 24
Appendix III – Summary of Underwriting Agreement 28
13

EQUITY RAISING RATIONALE AND OUTLOOK

$325 MILLION EQUITY RAISING TO REPLENISH INVESTMENT CAPACITY

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  • NSR has deployed $373 million into acquisitions in FY21 to date , taking advantage of attractive acquisition and development opportunities for high-quality and strategically located assets[(1)] ▪ Consists of 24 centres and 3 development sites across Australia and New Zealand ▪ Forward-looking acquisition pipeline remains strong as NSR remains the acquirer of choice with no FIRB approval required and typical settlement time of 6 weeks

  • Increasing investment focus on targeted development and expansion projects which provide enhanced revenue and NTA outcomes ▪ 16 active development and expansion projects, with an aggregate NLA pipeline of approximately 110,000m[2]

  • ▪ Fully underwritten 1-for-6.27 accelerated non-renounceable entitlement offer (“ Entitlement Offer ”) of approximately $325 million to strengthen the balance sheet, replenish investment capacity and provide additional funding flexibility going forward

  • ▪ Taking into account the impact of the Equity Raising and NSR’s strong operating performance, NSR provides updated FY21 underlying EPS guidance of 8.5 to 8.6 cents per stapled security[(2)]

  • Preliminary guidance for FY22 underlying EPS growth of no less than 8%[(2)] ▪ Following the Entitlement Offer, NSR’s pro forma gearing will reduce from approximately 35% to 24% , and pro forma NTA will increase to $1.74 per stapled security providing substantial forward-looking capacity for continued growth

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1 Includes two acquisitions ($21 million) for which heads of agreement have been signed and are expected to complete by 30 June 2021
2 NSR provides this guidance assuming there are no material changes in market conditions or operating environments, including no material deterioration in COVID-19 restrictions and regulations 14
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page 28

EQUITY RAISING

FULLY UNDERWRITTEN ACCELERATED NON-RENOUNCEABLE ENTITLEMENT OFFER

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  • A fully underwritten 1-for-6.27 accelerated non-renounceable entitlement offer of approximately $325 million ▪ The Entitlement Offer represents 15.9% of total Stapled Securities currently on issue

  • ▪ The offer price per New Security has been set at $2.00 (“ Issue Price ”), which represents a:

  • Offer structure ▪ 3.8% discount to the last close price of $2.08 per Stapled Security on 7 June 2021 and price ▪ 3.3% discount to TERP of $2.07[(1)]

▪ Record date for Entitlement Offer is 10 June 2021 at 7:00pm (AEST)

  • Entitlement Offer will comprise an accelerated Institutional Entitlement Offer and a Retail Entitlement Offer

  • ▪ Eligible retail securityholders will be able to apply for additional New Securities in excess of their entitlement

Use of ▪ Proceeds will be used to strengthen the balance sheet, replenish investment capacity and provide additional funding flexibility going forward, taking into account the: (1) $373 million[(2)] of acquisitions in FY21 to date; (2) strong forward-looking proceeds acquisition pipeline; and (3) an increased focus on developments and expansions going forward ▪ New Securities will rank equally with existing Stapled Securities from allotment and will be entitled to the distribution for the six Ranking months ending 30 June 2021 Underwriting ▪ The Entitlement Offer is fully underwritten

1 Theoretical Ex-Rights Price. A theoretical price at which NSR Stapled Securities should trade immediately after the ex-date for the Entitlement Offer. TERP is calculated by reference to the closing price of NSR Stapled Securities as traded on the ASX on 7 June 2021, being the last trading day prior to the announcement of the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which NSR Stapled Securities trade 15 on the ASX immediately after the ex-date for the Entitlement Offer depends on many factors and may not be equal to TERP

2 Includes two acquisitions ($21 million) for which heads of agreement have been signed and are expected to complete by 30 June 2021

SOURCES & USES AND KEY METRICS

PROCEEDS USED TO FUND ACQUISITIONS AND PAY DOWN DEBT

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Sources and uses
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Sources $m
Entitlement Offer proceeds $325.5
Total $325.5
Uses $m
Acquisitions $21.0
Repayment of debt $296.8
Acquisitions and Entitlement Offer transaction costs(1) $7.7
Total $325.5

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Key metrics
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Key metrics
Issue price under the Entitlement Offer $2.00
Discount to last close 3.8%
Discount to TERP 3.3%
Pro forma market capitalisation(2) $2,448m
Pro forma gearing 24%
Pro forma NTA per stapled security $1.74
  • 1 Includes stamp duty, acquisition costs and equity underwriting fees

2 Calculation based on NSR’s market capitalisation on 7 June 2021, adjusted for the Entitlement Offer of $325 million

16

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TIMETABLE

INDICATIVE TIMETABLE

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Event Date(1)
Trading halt and announcement of the Entitlement Offer Tuesday, 8 June 2021
Institutional Entitlement Offer opens and closes Tuesday, 8 June 2021
Trading resumes on an ex-Entitlement Offer basis Wednesday, 9 June 2021
Entitlement Offer Record Date 7.00pm Thursday, 10 June 2021
Retail Entitlement Offer opens 9.00am Tuesday, 15 June 2021
Early Retail Acceptance Due Date 5.00pm Monday, 21 June 2021
Settlement of the Institutional Entitlement Offer and early Retail Entitlement Offer Tuesday, 22 June 2021
Allotment of new securities issued under the Institutional Entitlement Offer and Early Retail Entitlement Offer Wednesday, 23 June 2021
Retail Entitlement Offer closes 5.00pm Thursday, 24 June 2021
Settlement of the Retail Entitlement Offer Tuesday, 29 June 2021
Allotment of the remaining new securities issued under the Retail Entitlement Offer Wednesday, 30 June 2021
Record date for June distribution 7.00pm Wednesday, 30 June 2021
Normal trading of remaining new securities issued under the Retail Entitlement Offer Thursday, 1 July 2021

1 All dates and times are indicative only and subject to change. Unless otherwise specified, all dates and times refer to Australian Eastern Standard Time (AEST). Subject to the requirements of the Corporations Act, the ASX listing rules and any other applicable laws, NSR, in consultation with the Underwriters, reserves the right to amend this timetable at any time. 17

PRO FORMA BALANCE SHEET

GEARING TO DECREASE TO 24% AND NTA TO INCREASE TO $1.74 PER STAPLED SECURITY

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$m Dec-20
(reported)
Post balance sheet
date adjustments(2)
Dec-20 pro forma
(pre-transaction)
Acquisitions and
Entitlement Offer
Dec-20 pro forma
(post-transaction)
Cash 48.1 48.1 48.1
Investment properties(1) 2,657.0 93.9 2,750.9 21.0 2,771.8
Intangibles 46.9 46.9 46.9
Other assets 59.7 59.7 59.7
Total assets 2,811.6 93.9 2,905.5 21.0 2,926.5
Debt 938.3 101.4 1,039.7 (296.8) 742.9
Other liabilities 79.3 79.3 79.3
Total liabilities 1,017.6 101.4 1,119.0 (296.8) 822.2
Net assets 1,794.0 (7.5) 1,786.5 317.7 2,104.2
Securities on issue (m) 1,017.7 2.6 1,020.3 162.7 1,183.1
NTA per stapled security $1.72 $1.70 $1.74
Gearing 32% 35% 24%

1 Net of Finance Lease Liability

2 Accounts for $93.9 million of settled acquisitions and NSR stapled securities issued under the Distribution Reinvestment Plan for 1H FY21

18

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CONTENTS CONTENTS
Executive Summary 5
Business Update 7
Equity Raising 13
Appendix I – Key Investment Risks 19
Appendix II – International Offer Restrictions 24
Appendix III – Summary of Underwriting Agreement 28
19

KEY INVESTMENT RISKS

Investors should carefully consider the risk factors described below, in addition to the other information in this document and publicly available information of NSR, before making an investment decision. If you require further information regarding the appropriateness or potential risks of this investment, you should seek appropriate financial advice. An investment in NSR is subject to risks, both specific to NSR and more general risks. Many of these risks are beyond the control of NSR and, if they were to eventuate, may impact adversely on the performance, or value, of an investment in NSR. This summary details some of the major risks that you should be aware of when investing in NSR, however it is not intended to be exhaustive. Investors should be aware that the list of risks described below may not cover all possibilities and should also consider risks specific to their situation. Additional risk factors and uncertainties that are not known to NSR at the time of this Offer, or which are considered immaterial, may in the future materially impact NSR’s assets, financial condition or operations and may have an adverse effect on an investment in NSR. Key risks relating to NSR 1.1. Impact of Coronavirus (COVID-19) The events relating to COVID-19 have recently resulted in unprecedented restrictions and lockdowns, including in relation to domestic and international travel and general disruption to business activities. These restrictions have been imposed by domestic and international governments and regulatory authorities, and/or implemented as a matter of best practice during the ongoing health crisis. In addition, events relating to COVID-19 have resulted in significant market falls and volatility, including the prices of securities trading on the ASX. While all of NSR’s centres have remained open and operational throughout the COVID19 pandemic, the events relating to COVID-19 may have a material adverse effect on, or cause a material adverse change to, NSR’s business. Given the high degree of uncertainty surrounding the extent and duration of COVID-19, it is not currently possible to assess the full impact of COVID-19 on the NSR business. There is also continued uncertainty as to the duration and further impact of COVID-19 including (but not limited to) in relation to government, regulatory or health authority actions, work stoppages, lockdowns, quarantines, travel restrictions and the impact on global economies. There is no certainty that property values or NSR’s business activities will normalise to a level existing prior to the impact of COVID-19 (or how long such normalisation could take). If the duration of events surrounding COVID-19 are prolonged, NSR may need to take additional measures in order to respond appropriately (for example, by raising additional funding).

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value of Stapled Securities or both. Reduced discretionary consumption, increased consumer uncertainty and government lock-downs and market interventions which limit non-essential services as an anticipated consequence of the COVID-19 could result in a moderation in NSR’s revenue streams as a result of a fall in storage occupancy and a reduction in joint venture and development revenue due to the deferral of projects. These factors, the severity and duration of which are uncertain, may materially affect the operating and financial performance and prospects of NSR and continue to impact on NSR’s business.

1.4 Monthly storage agreements

Storage units are typically rented on a month to month basis. There is no guarantee that existing storage customers will not default under, or will renew, their storage agreements. Where an existing customer does not renew their storage agreement for whatever reason, there is no guarantee that other storage customers will be found.

1.5 Competition

The entry of new competing self-storage centres or discounting by existing competing self-storage centres may adversely affect the occupancy level and rental rates of the self-storage centres operated or managed by NSR.

1.6 Valuations

Valuations ascribed to NSR’s assets will be influenced by a number of ongoing factors including supply and demand for self-storage centres, a downturn in the property market and general economic conditions. Valuations represent only the analysis and opinion of qualified experts at a certain point in time. These factors may be exacerbated by the impact of COVID-19. A reduction in the value of NSR’s property assets may adversely affect the value of the Stapled Securities. It may also impact on NSR’s financing arrangements (refer to Funding below). Property values may fall if the underlying assumptions on which the property valuations are based, change in the future. As property values fluctuate, so too may returns from property assets. There is no guarantee that a property will achieve a capital gain on its sale or that the value of the property will not fall as a result of the assumptions on which the relevant valuations are based proving to be incorrect.

1.7 Property liquidity

1.2 General commercial property risks

Risks commonly associated with commercial property investment apply equally to an investment in NSR, including levels of occupancy, capital expenditure requirements, development and refurbishment risk, environmental or compliance issues, changes to government and planning regulations, including zoning and damage caused by flood or other extreme weather (to the extent that it is not or could not be insured against).

1.3 Self-storage property operational risks

Storage property and business market conditions vary from state to state around Australia and New Zealand as well as within each state or local area. Conditions and localised demand are influenced by factors such as housing activity (new and existing), retail activity, new competition, and employment. NSR’s distributions are largely dependent on revenue received from its self-storage customers as well as revenue generated from joint venture arrangements and development management fees. Any negative impact on customer revenue has the potential to decrease the value of NSR and have an adverse impact on distributions or the

NSR may be required to dispose of some of its property assets in response to adverse business conditions. Given the relatively illiquid nature of property investments, NSR may not be able to realise the property assets in a timely manner or at an optimal sale price in line with the asset’s valuation. This may affect NSR’s net asset value or trading price per Stapled Security.

1.8 Risk of joint venture development funds

NSR is currently a joint venture participant with other parties. This imposes restrictions which would not apply if NSR was the 100% owner of the assets and operations of those joint ventures, including in relation to changes in relevant business plans, distribution policies, capital, borrowings and capital expenditure.

20

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21

KEY INVESTMENT RISKS ( C O N T ’ D )

1.9 Leasehold interests

NSR operates a number of self-storage centres from properties owned by third parties under lease arrangements. There is no guarantee that those leases will be able to be renewed or able to be renewed on suitable terms (including in relation to rent payable). The leases may also be subject to certain termination rights which, if triggered, may result in the lessor terminating the lease. This may adversely affect NSR’s ability to continue to operate the self-storage centres at those locations, and the fair value attributed to them.

1.10 Insurance risk

There is no certainty that appropriate insurance will be available for all risks on acceptable commercial terms or that the cost of insurance premiums will not continue to rise. Some risks are not able to be insured at acceptable premiums. Examples of losses that are generally not insured against include war or acts of terrorism and natural phenomena such as earthquake or cyclone. If any of NSR’s assets are damaged or destroyed by an event for which NSR does not have cover, or a loss occurs which is in excess of the insured amounts, NSR could incur a capital loss and lost income which could reduce returns for holders of Stapled Securities (including New Securities). Any failure by the company or companies providing insurance (or any reinsurance) may adversely affect NSR’s right of recovery under its insurance.

1.11 Future acquisitions and expansion

NSR may consider opportunities to make further acquisitions of self-storage assets. NSR may also develop and expand the lettable area at a number of NSR’s centres. The rate at which NSR is able to expand will reflect market forces and the availability of capital at the time. Forecast distributions may be affected by such actions. The risks faced by NSR in relation to any future development projects will depend on the terms of the transaction at the time. There can be no assurance that NSR will successfully identify, acquire and integrate further self-storage assets, or successfully implement acquisitions on time and on budget. Furthermore, there is no guarantee that any acquisition will perform as expected. Future acquisitions may also expose NSR to unanticipated business risks and liabilities.

1.12 Banking obligation risk

NSR is subject to a number of undertakings and financial covenants under its current debt facility arrangements, including in relation to gearing levels and interest cover ratios. An event of default can occur under its current debt facility if NSR fails to maintain these financial covenants. This may be caused by unfavourable movements in interest rates (to the extent rates are not hedged) or deterioration in the income or the value of NSR’s properties and/or businesses. To the extent that an event of default occurs, the lender may require immediate repayment of the debt facility. NSR may need to dispose of assets at less than valuation, raise additional equity or reduce or suspend distributions in order to repay the debt facility, if this occurs.

1.13 Funding and gearing

NSR’s ability to raise funds from either debt or equity sources in the future depends on a number of factors, including the state of debt and equity markets, the general economic and political climate and the performance, reputation and financial strength of NSR. Changes to any of these underlying factors could lead to an increase in the cost of funding, limit the availability of funding, and increase the risk that NSR may not be able to refinance its debt and/or interest rate hedges before expiry or may not be able to refinance them on substantially the same terms as the existing facility or hedge instruments. If alternative financing is

KEY INVESTMENT RISKS ( C O N T ’ D )

1.18 Insolvency

In the event of any liquidation or winding up of NSR the claims of NSR’s creditors will rank ahead of those of its investors. Under such circumstances NSR will first repay and discharge all claims of its creditors. Any surplus assets will then be distributed to NSR’s investors. All investors will rank equally in their claim and will be entitled to an equal share per Stapled Security.

1.19 Information Security

NSR is exposed to the risk of loss of data, breach of confidentiality, regulatory breaches (in respect of privacy) and/or reputational impacts including as a result from a cyber-attack. The impact of the occurrence of this risk may limits NSR’s ability to deliver its business objectives and strategy, results in criminal or civil proceedings which may in turn result in fines and penalties or other liabilities, cause reputational damage arising as a result of any such proceedings or have an adverse effect on NSR’s financial condition and operational results.

1.20 Employees

NSR’s future performance is dependent on the ability to recruit, train, retain and motivate senior executives and employees. There is a risk that NSR may be unable to attract or retain key personnel and specialist skills and may lose corporate memory. NSR relies upon the expertise and experience of the senior management team. As a consequence, if the services of key personnel were no longer available this may have an adverse impact on the financial performance of NSR. However, NSR’s senior management team are considered internally to be stable and committed and succession planning is undertaken periodically by the NSH Board and Managing Director.

1.21 Occupational health and safety

There is a risk that liability arising from occupational health and safety matters at a property in NSR’s portfolio may be attributable to NSR as the registered proprietor. To the extent that any liabilities may be incurred by NSR, this may impact upon the financial position and performance of NSR (to the extent not covered by insurance). In addition, penalties may be imposed upon NSR which may have an adverse impact on NSR.

1.22 Compliance

NSR is subject to strict regulatory and compliance arrangements under the Corporations Act and ASIC policy. Being listed on the ASX imposes various listing obligations with which NSR must comply on an ongoing basis. ASIC and ASX monitor NSR's compliance with the Corporations Act, ASIC policy and the ASX Listing Rules. If ASIC or ASX determine that NSR has not complied with its obligations, they may take action which would adversely impact NSR. If ASIC determines that NSFS has breached its Australian Financial Services Licence, ASIC may suspend or revoke the licence which would adversely impact the ability of NSFS to operate the NSPT.

1.23 Litigation, disputes and default

There is a risk that NSR or a member of the NSR group may become involved in litigation or disputes, which could adversely affect its financial performance.

1.24 Contractual risk

NSR has entered into letters of offer and conditional agreements to acquire certain storage assets owned by third parties, referred to in this document as “Total Acquisitions”. Failure of a third party to comply with the agreements could result in a delay in, or failure to complete, the Total Acquisitions. Further, if any of the

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not available, this could adversely affect NSR’s ability to acquire new properties and to fund capital expenditure, and NSR may need to realise assets at less than valuation, which may result in financial loss to NSR. Possible increases in the interest rate, the cost of interest rate hedges and the level of financial covenants required by lenders may adversely impact on the operational and financial results of NSR and the level of distributions available to holders of Stapled Securities (including the New Securities). As noted above, COVID-19 may negatively impact on property valuations. In part, NSR’s gearing levels depend on the valuation of properties within its portfolio. If the value of properties in NSR’s portfolio decreases, then NSR’s gearing will increase. Without the capital proposed to be raised under the Offer, a COVID-19 related impact to property valuations and earnings has the potential to increase NSR’s gearing levels above its target gearing range.

1.14 Environmental issues and Climate Change

Unforeseen environmental issues may affect the properties in the property portfolio owned by NSR. These liabilities may be imposed irrespective of whether or not NSR is responsible for the circumstances to which they relate. NSR may also be required to remediate sites affected by environmental liabilities. The cost of remediation of sites could be substantial. If NSR is not able to remediate the site properly, this may adversely affect its ability to sell the relevant property or to use it as collateral for future borrowings. Extreme weather events or progressive damage from climate related causes may cause loss to NSR through either physical impact on storage centres or disrupting operations and attendant income. NSR has enacted a specific regular review process for its centres to ensure such impacts or their likelihood is mitigated to the maximum extent possible. Material expenditure may also be required to comply with new or more stringent laws or regulations introduced in the future.

1.15 Forecast distributions

No assurances can be provided in relation to the payment of future distributions. Future determination as to the payment of distributions by NSR will be at the discretion of NSR and will depend upon the availability of profits, the operating results and financial condition of NSR, future capital requirements, covenants in relevant debt facilities, general business and financial conditions and other factors considered relevant by NSR.

1.16 Stapled structure

There are inherent risks associated with a stapled structure. For example, the boards of NSH and NSFS may not agree on certain matters that involve the approval of each of these boards.

1.17 No assurance of liquidity or trading price

No assurances can be provided that the Stapled Securities (including the New Securities) will trade at any particular price or as to liquidity of trading or that any capital growth in NSR will translate into a higher price at which the Stapled Securities (including the New Securities) trade. The historical performance of Stapled Securities provides no guidance as to the future performance of Stapled Securities (including the New Securities).

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conditions are waived and the Total Acquisitions proceed, there may be an adverse impact on the financial position and performance of NSR. If any of the conditions are not satisfied or waived within the time specified, the Total Acquisitions may not proceed or may be delayed.

1.25 Post-acquisition performance

If the Total Acquisitions are successful, the risks identified in this section in relation to NSR’s ownership and operation of self-storage sites, including (but not limited to) “General Commercial Property Risks”, “Environmental Issues” and “Occupational Health and Safety” will also apply to the assets acquired by NSR as part of the Total Acquisition.

General market and regulatory risks

2.1 Economic and market conditions

NSR may be adversely impacted by many factors including fluctuations in general economic conditions including interest rates, inflation, consumer confidence levels which may adversely affect the demand for storage space and general market levels. A number of factors affect the performance of the stock markets, which could affect the price at which NSR’s securities trade on the ASX. Among other things, the impact of COVID-19 (or other pandemics or epidemics), geo-political instability, including international hostilities, acts of terrorism, the response to COVID-19 and travel restrictions, epidemics and pandemics such as COVID-19, movements of international and domestic stock markets, interest rates, exchange rates, inflation and inflationary expectations and overall economic conditions, economic cycles, investor sentiment, political events and levels of economic growth, both domestically and internationally as well as government taxation and other policy changes or changes in law may affect the demand for, and price of, Stapled Securities. The share prices for many listed companies in Australian stock markets and in international stock markets have in recent times been subject to wide fluctuations and volatility, which in many cases may reflect a diverse range of non-company specific influences referred to above. In particular, the events relating to COVID-19 have recently resulted in significant market falls and volatility both in Australia and overseas, including in the prices of securities trading on the ASX. There is continued uncertainty as to the further impact of COVID-19 on the Australian economy and equity and debt capital markets including in relation to governmental action, work stoppages, university and school stoppages, lockdowns, quarantines, travel restrictions and the impact on the Australian economy (and international economies) and share markets globally. Any of these events and resulting fluctuations may materially adversely impact the market price of Stapled Securities. It is also possible that new risks may emerge as a result of domestic or foreign markets experiencing extreme stress, or existing risks (including the impacts of COVID-19) may evolve in ways that are not currently foreseeable. The equity capital markets have in the past and may in the future be subject to significant volatility. No assurances can be given that the New Securities will trade at or above the offer price for those securities. None of NSR, its Board or any other person guarantees the market performance of the New Securities.

2.2 Interest rates

Unfavourable movements in interest rates relating to NSR’s debt facility could lead to increased interest expense, to the extent that interest rates are not hedged. This could impact the level of distributions available to holders of Stapled Securities (including New Securities). Further, the risk that changes in prevailing market interest rates and the strength of capital markets will influence NSR’s interest costs and its ability to refinance debt respectively.

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KEY INVESTMENT RISKS ( C O N T ’ D )

2.3 Inflation

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Lower than expected inflation rates generally or specific to the sectors in which NSR operates could reduce the rate of increase in inflation-linked revenues. Higher than expected inflation is likely to increase operating and development costs. Such changes could adversely impact NSR’s financial performance.

2.4 Derivatives

NSR uses derivative instruments to hedge its exposure to interest rates. The mark-to-market valuation of derivative instruments could change quickly and significantly. Such movements may have an adverse effect on the financial performance and financial position of NSR.

2.5 Dilution risk

Investors who do not participate in the Entitlement Offer will have their investment in NSR diluted. Further, and in addition to the Entitlement Offer, NSR may issue securities to finance future acquisitions or pay down debt which may, under certain circumstances, dilute the value of securityholders’ interests in NSR and the proportional beneficial ownership in the underlying assets of NSR.

2.6 Changes in law

Changes in law, government legislation, regulation and policy in jurisdictions in which NSR operate may adversely affect the value of its portfolio and/or NSR’s future earnings and performance as well as the value of NSR’s securities quoted on the ASX.

2.7 Taxation risk There may be tax implications arising from applications for Stapled Securities (including New Securities), the receipt of distributions (if any) and returns of capital from NSR, and on the disposal of Stapled Securities. Future tax reforms could impact on the distributions from NSR and the value of securities, possibly with retrospective effect. Investors should note that Australian tax laws are complex and constantly subject to change. 2.8 Accounting standards The Australian Accounting Standards to which NSR adheres are set by the Australian Accounting Standards Board (AASB) and are consequently outside the control of NSR and the directors of NSH and NSFS. Changes to accounting standards issued by AASB or changes to the commonly held views on the application of those standards could materially and adversely affect the financial performance and position reported in NSR’s financial statements. 2.9 Equity raising and underwriting risk NSR has entered into an underwriting agreement under which the Underwriters have agreed to fully underwrite the Entitlement Offer, subject to the terms and conditions of the underwriting agreement between the parties. If certain conditions are not satisfied or certain events occur, the Underwriters may terminate the underwriting agreement. Termination of the underwriting agreement would have an adverse impact on the proceeds raised under the Entitlement Offer and NSR’s sources of funding for acquisitions.

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CONTENTS

Executive Summary 5
Business Update 7
Equity Raising 13
Appendix I – Key Investment Risks 19
Appendix II – International Offer Restrictions 24
Appendix III – Summary of Underwriting Agreement 28
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INTERNATIONAL OFFER RESTRICTIONS

This document does not constitute an offer of New Securities in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Securities may not be offered or sold, in any country outside Australia except to the extent permitted below.

Language of documents in Canada . Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Securities (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

Canada (British Columbia, Ontario and Quebec provinces)

This document constitutes an offering of New Securities only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces"), only to persons to whom New Securities may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons who are "accredited investors" within the meaning of National Instrument 45-106 – Prospectus Exemptions , of the Canadian Securities Administrators.

Hong Kong

WARNING: This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorize this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Securities have not been and will not be offered or sold in Hong Kong other than to “professional investors" (as defined in the SFO).

No securities commission or authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Securities or the offering of the New Securities and any representation to the contrary is an offence.

No advertisement, invitation or document relating to the New Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Securities or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Securities in the Provinces must be made in accordance with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of a foreign, non-Canadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers should seek legal advice prior to any resale of the New Securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

NSR as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon NSR or its directors or officers. All or a substantial portion of the assets of NSR and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against NSR or such persons in Canada or to enforce a judgment obtained in Canadian courts against NSR or such persons outside Canada.

Japan

The New Securities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL") pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New Securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires New Securities may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of New Securities is conditional upon the execution of an agreement to that effect.

Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.

Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights or consult with a legal adviser.

NSR has made a notification in compliance with the Investment Trust Law of Japan. Neither the Financial Services Agency of Japan nor the Kanto Local Finance Bureau has passed upon the accuracy or adequacy of this document or otherwise approved or authorised the offering of New Securities to investors resident in Japan.

Certain Canadian income tax considerations . Prospective purchasers of the New Securities should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Securities as there are Canadian tax implications for investors in the Provinces.

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INTERNATIONAL OFFER RESTRICTIONS ( C O N T ’ D )

publicly distributed or otherwise made publicly available in Switzerland. The New Securities will only be offered to investors who qualify as "professional clients" under art. 4 para. 3 of the FinSA.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act").

Neither this document nor any other offering or marketing material relating to the offering or the New Securities have been, or will be, filed with or approved by any Swiss regulatory authority or authorized review body. In particular, this document will not be filed with, and the offer of New Securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA). The offering has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). Accordingly, the investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of New Securities.

The New Securities are not being offered to the public within New Zealand other than to existing securityholders of NSR with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

Other than in the entitlement offer, the New Securities may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:

  • is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

  • meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

  • is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

  • is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

  • is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Securities.

Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS") and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the "SFA") in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. The issuer is not authorised or recognised by the MAS and the New Securities are not allowed to be offered to the retail public. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the New Securities may not be circulated or distributed, nor may the New Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to "institutional investors" (as defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an "institutional investor" (as defined under the SFA). In the event that you are not an institutional investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Switzerland

The New Securities may not be distributed in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the New Securities constitutes a prospectus or a similar notice (as such terms are understood under the Swiss Financial Services Act (FinSA)) or the listing rules of any stock exchange or regulated trading facility in Switzerland.

This document is issued on a confidential basis to "professional investors" (within the meaning of the Alternative Investment Fund Managers Directive) who are also "qualified investors" (within the meaning of Article 2(e) of the UK Prospectus Regulation). The New Securities may not be offered or sold in the United Kingdom by means of this document or any other document except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Securities has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to NSR.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

The New Securities are being marketed in the United Kingdom in compliance with the National Private Placement Regime (within the meaning of The Alternative Investment Fund Managers Regulations 2013). NSR's most recent annual financial report and other information it has lodged with the Australian Securities Exchange can be found on the websites of NSR and the ASX.

This document is personal to the recipient only and not for general circulation in Switzerland. Neither this document nor any other offering or marketing material relating to the New Securities or the offering may be

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INTERNATIONAL OFFER RESTRICTIONS ( C O N T ’ D )

United States

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This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Securities have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Securities may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. The New Securities will only be offered and sold in the United States to: • “qualified institutional buyers” (as defined in Rule 144A under the US Securities Act); and • dealers or other professional fiduciaries organized or incorporated in the United States that are acting for a discretionary or similar account (other than an estate or trust) held for the benefit or account of persons that are not US persons for which they exercise investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the US Securities Act.

27

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CONTENTS

▪ Executive Summary 5 ▪ Business Update 7 ▪ Equity Raising 13 ▪ Appendix I – Key Investment Risks 19 ▪ Appendix II – International Offer Restrictions 24 ▪ Appendix III – Summary of Underwriting Agreement 28 28

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SUMMARY OF UNDERWRITING AGREEMENT

National Storage Holdings Limited (“ Company ”) and National Storage Financial Services Limited (“ RE ”) as responsible entity for the National Storage Property Trust (“ Trust ”) (each of the Company and the RE an “ Issuer ” and together the “ Issuers ”) have entered into an Underwriting Agreement with J.P. Morgan Securities Australia Limited and Citigroup Global Markets Australia Pty Limited (the Joint Lead Managers) in respect of the Entitlement Offer.

The Joint Lead Managers' obligations under the Underwriting Agreement, including to underwrite and manage the Entitlement Offer, are conditional on certain matters, including ASX granting a trading halt, the lodgement of certain ASX materials in accordance with the timetable in a form acceptable to the Joint Lead Managers (acting reasonably) and the timely delivery of certain due diligence materials, sign-offs, opinions and certificates by the Issuers. If certain conditions are not satisfied, or certain events occur, some of which are beyond the control of the Issuers, each Joint Lead Manager may terminate its obligations under the Underwriting Agreement without cost or liability, at any time before the Retail Allotment Date and after the Joint Lead Manager becomes aware of the happening of any one or more of the below events.

Termination of the Underwriting Agreement may have an adverse impact on the ability of the Issuers to proceed with the Entitlement Offer and the quantum of funds raised as part of the Entitlement Offer. If the Underwriting Agreement is terminated by either or both of the Joint Lead Managers, there is no guarantee that the Entitlement Offer will continue in its current form or at all. Failure to raise sufficient funds under the Entitlement Offer (as a result of it not proceeding or otherwise) could materially adversely affect the Issuers' business, cash flow, financial performance, financial condition and share price. The events which may trigger termination of the Underwriting Agreement include the following:

  • the conditions precedent in the Underwriting Agreement are not satisfied or waived by their respective deadlines;

• a statement contained in certain documents (including all announcements released to ASX by the Issuers in connection with the Entitlement Offer) ("Offer Documents") and any press releases, presentation materials or public or media statement made in relation to the NSR group or the Entitlement Offer ("Public Information") does not comply with the Corporations Act (including if a statement in any of the Offer Documents or Public Information is or becomes misleading or deceptive in a material respect or is likely to mislead or deceive in a material respect, including by omission), or a matter required to be included is omitted from an Offer Document;

  • a cleansing notice is or becomes defective within the meaning of section 708AA(11) or 1012DAA(11) of the Corporations Act, or any amendment or update to a cleansing notice is issued or required, and the defective cleansing notice or the amendment or update to the cleaning notice (as the case may be) is adverse from the point of view of an investor;

  • there is, or is a prospective, material adverse change in or affecting the general affairs, business, operations, financial position, performance, prospects, securityholders' equity or results of the operations of the NSR group when compared to the position disclosed by the Issuers to the ASX prior to the date of the Underwriting Agreement;

  • at any time and, where occurring after the Institutional Allotment Date for a certain duration until certain dates prescribed under the Underwriting Agreement, either of the S&P/ASX 200 Index or the S&P/ASX A-REIT Index falls to a level that is 90% or less of the level of that index as at the close of trading on the trading day immediately prior to the date of the Underwriting Agreement;

  • ASIC applies for an order under sections 1324 or 1325 of the Corporations Act in relation to the Entitlement Offer or the Offer Documents, or gives notice of an intention to prosecute any Issuer or any director of an Issuer;

  • ASIC issues a penalty order or enforceable undertaking against any Issuer in connection with an Issuer's compliance with its continuous disclosure obligations;

  • ASIC commences certain actions, investigations or hearings in relation to the Entitlement Offer or certain documents published by the Issuers in respect of the Entitlement Offer and such actions, investigations or hearings either: (a) become public; or (b) are not withdrawn within specified time frames;

  • any ASIC modifications, ASX approvals or regulatory approvals required for the Issuers to perform their obligations under the Underwriting Agreement or to carry out the transactions contemplated by the Offer Documents are withdrawn, revoked or amended in an adverse manner and such withdrawal, revocation or amendment is not, within one business day, remedied so as to facilitate the Entitlement Offer proceeding;

  • there is an event or occurrence, including any statute, order, rule, regulation, directive or request of any governmental agency which makes it illegal for a Joint Lead Manager to satisfy an obligation under the Underwriting Agreement, or to market, promote or settle the Entitlement Offer.

  • any member of the Issuer group is or becomes insolvent, or there is an act or omission, or circumstances that arise, which is likely to result in a member of the Issuer group becoming insolvent;

  • the Issuers cease to be admitted to the official list of ASX or the Stapled Securities are suspended from trading on, or cease to be quoted on, ASX (other than due to a trading halt to facilitate the Entitlement Offer);

  • unconditional approval (or conditional approval provided that such condition would not, in the reasonable opinion of the Joint Lead Managers, have a material adverse effect on the success or settlement of the Entitlement Offer) by ASX for official quotation is refused or not granted by certain dates prescribed under the Underwriting Agreement, or is subsequently withdrawn, qualified or withheld; 29

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SUMMARY OF UNDERWRITING AGREEMENT C O N T ’ D

  • ASX makes any official statement to any person, or indicates to the Issuers or the Joint Lead Managers that it will not grant permission for the official quotation of the New Securities;

  • • the Issuers withdraw all or part of the Entitlement Offer; • an Issuer is prevented from allotting or issuing any New Securities within the time required by the timetable for the Entitlement Offer, the Offer Documents, the Listing Rules, the ASX Settlement Operating Rules or by any other applicable laws or an order of a court of competent jurisdiction or other governmental agency;

  • a director of an Issuer is charged with an indictable offence;

  • • any governmental agency commences any public action against an Issuer, any other Issuer group member or any of their respective directors in their capacity as a director of that entity, or announces that it intends to take action;

  • an Issuer does not provide a closing certificate as and when required by the Underwriting Agreement;

  • any director of an Issuer is disqualified from managing a corporation under Part 2D.6 of the Corporations Act;

  • an Issuer or any of their respective directors engage in any fraudulent conduct or activity whether or not in connection with the Entitlement Offer;

  • an officer (as defined in the Corporations Act) of an Issuer engages in any fraudulent conduct or activity in connection with the Entitlement Offer;

  • the chairman or managing director of any member of the Issuer group (other than the RE) or certain members of the Issuer group senior management are removed from office or replaced;

  • • the RE is removed or replaced as the responsibility entity of the Trust;

  • the trading halt requested by the Issuers to facilitate the Entitlement Offer ends early without the agreement of the Issuers and the Joint Lead Managers; or

  • any event specified in the timetable for the Offer is delayed for more than 1 business day without the prior written consent of the Joint Lead Managers.

In addition, a Joint Lead Manager may terminate the Underwriting Agreement if any of the following events occur, provided that the Joint Lead Manager has reasonable grounds to believe that the event: (a) has had or is likely to have a material adverse effect on the success, settlement, outcome or marketing of the Entitlement Offer (or any aspect of it) or the likely price at which the New Securities will trade on ASX; or (b) has given or would likely give rise to a liability for the Joint Lead Managers under any applicable law; or (c) has given or would be likely to give rise to a contravention by the Joint Lead Managers or the Joint Lead Managers being involved in a contravention of the Corporations Act or any applicable law:

  • there occurs a new circumstance that arises after certain materials in connection with the Entitlement Offer, including this Investor Presentation and the corresponding ASX announcement, are given to ASX, that would have been required to be included in those materials if it had arisen before the materials were given to ASX;

  • • a representation, warranty contained in the Underwriting Agreement on the part of an Issuer is breached, becomes not true or correct or is not performed when made or taken to be made;

  • a contravention by an Issuer or any entity in the Issuer group of the Corporations Act, the Competition and Consumer Act 2010 (Cth), the Australian Securities and Investments Commission Act 2001 (Cth), a constitution of an Issuer or any of the ASX Listing Rules;

  • an Issuer fails to perform or observe any of its obligations under the Underwriting Agreement;

  • a statement in a closing certificate provided to the Joint Lead Managers under the Underwriting Agreement is false, misleading, untrue or incorrect or deceptive (including by way of omission);

  • the report of the due diligence committee formed by the Issuers in connection with the Entitlement Offer to the directors of the Issuers and the Joint Lead Managers, or any other information supplied by or on behalf of the Issuers to the Joint Lead Managers in relation to the NSR group or the Entitlement Offer, is or becomes misleading or deceptive or is likely to mislead or deceive, including by way of omission;

  • there are not or there ceases to be reasonable grounds for any statement or estimate by the Issuers in the Offer Documents which relates to a future matter or any statement or estimate in the Offer Documents is or becomes incapable of being met in the projected timeframe (including financial forecasts);

  • • an Issuer group member is in breach of, or default under, a material debt or financing arrangement or any related documentation to which that entity is a party, or a review event has occurred which gives a lender or financier the right to accelerate or require repayment of the debt or financing arrangement; 30

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SUMMARY OF UNDERWRITING AGREEMENT C O N T ’ D

  • there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any State or Territory of Australia a new law or regulatory directive, or the Reserve Bank of Australia, or any Commonwealth or State authority, including ASIC adopts or announces a proposal to adopt a new policy (other than a law, regulatory directive or policy which has been announced before the date of the Underwriting Agreement);

  • hostilities not existing at the date of the Underwriting Agreement (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, Hong Kong, the United States, the United Kingdom, the People’s Republic of China, Singapore, South Korea, or any member state of the European Union or a major terrorist act is perpetrated in any of those countries;

  • a general moratorium on commercial banking activities in Australia, the United States, the United Kingdom, Singapore, Hong Kong, Japan or any Member State of the European Union is declared by the relevant central banking authority in those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries;

  • any adverse effect on the financial markets in Australia, the United States, the United Kingdom, Singapore, Hong Kong, Japan or any Member State of the European Union or any adverse change in political, financial or economic conditions in any of those countries;

  • trading in all securities quoted or listed on the ASX, the New Zealand Exchange, New York Stock Exchange, London Stock Exchange, Hong Kong Stock Exchange or the Tokyo Stock Exchange is suspended or limited in a material respect for at least one day on which that exchange is open for trading; or

  • the RE’s Australian financial services license is cancelled or revoked or there is an adverse amendment to the terms and conditions attached to that license.

  • If the Underwriting Agreement is terminated by a Joint Lead Manager, that Joint Lead Manager will be relieved of all further obligations that remain to be performed under the Underwriting Agreement. Termination by the Joint Lead Managers will discharge the Issuers' obligation to pay the Joint Lead Managers any fees, costs, charges or expenses which as at termination are not yet accrued. For details of the fees payable to the Joint Lead Managers, see the Appendix 3B released to ASX on 8 June 2021.

  • The Issuers also give certain representations, warranties and undertakings to the Joint Lead Managers and an indemnity to the Joint Lead Managers and their affiliates subject to certain carve-outs.

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THANK YOU

page 37

P | 1800 683 290 A | Level 16, 1 Eagle Street, Brisbane QLD 4000 P | GPO Box 3239 QLD 4001 E | [email protected] nationalstorage.com.a u

Not for release to US wire services or distribution in the United States

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NATIONAL STORAGE REIT ASX ANNOUNCEMENT

9 June 2021

ASX ANNOUNCEMENT

NATIONAL STORAGE REIT COMPLETES INSTITUTIONAL ENTITLEMENT OFFER TO RAISE APPROXIMATELY $260 MILLION

National Storage REIT (“NSR”) is pleased to announce it has successfully completed the institutional component (“Institutional Entitlement Offer”) of the 1-for-6.27 accelerated non-renounceable entitlement offer (“Entitlement Offer”) of new ordinary stapled securities in NSR (“New Securities”) at $2.00 per New Security (“Issue Price”).

  • The Institutional Entitlement Offer raised gross proceeds of approximately $260 million, with the majority of eligible institutional securityholders taking up at least their entitlements

  • The Retail Entitlement Offer to eligible retail securityholders will be open from 9:00am on Tuesday, 15 June 2021 to 5:00pm (AEST) on Thursday, 24 June 2021 and will be conducted at the same offer price of $2.00 per New Security. Early Retail Entitlement Offer acceptances are due by 5:00pm (AEST) on Monday, 21 June 2021 and will result in an earlier allotment on Wednesday, 23 June 2021. Retail Entitlement Offer acceptances received by 5:00pm (AEST) on Thursday, 24 June 2021 will be allotted New Securities on Wednesday, 30 June 2021.

Completion of the Institutional Entitlement Offer represents completion of the first stage of NSR’s fully underwritten $325 million equity raising which was announced on Tuesday, 8 June 2021. The Institutional Entitlement Offer will raise gross proceeds of approximately $260 million.

The New Securities to be issued as part of the Institutional Entitlement Offer are expected be issued on Wednesday, 23 June 2021 with trading on the ASX expected to commence on the same day. On issue, the New Securities will rank pari passu in all regards with existing NSR stapled securities.

Managing Director Andrew Catsoulis said “We are very appreciative of the huge amount of support received for National Storage and its growth strategy from both existing and new institutional shareholders. The equity raising will allow National Storage to strengthen the balance sheet, replenish investment capacity and provide additional funding flexibility going forward.”

The retail component of the Entitlement Offer (“Retail Entitlement Offer”) will be open from 9:00am (AEST) Tuesday, 15 June 2021 to 5:00pm (AEST) Thursday, 24 June 2021 with early retail entitlement offer acceptances due by 5:00pm (AEST) on Monday, 21 June 2021. The Retail Entitlement Offer is expected to raise approximately $65 million. Retail securityholders who hold NSR securities as at 7:00pm (AEST) on Thursday, 10 June 2021 and have a registered address in Australia and New Zealand (“Eligible Retail Securityholders”) are being offered the opportunity to participate in the Retail Entitlement Offer at the same Issue Price, and at the same offer ratio (of 1-for-6.27), as offered under the Institutional Entitlement Offer. Existing Eligible Retail Securityholders will also have the opportunity

NATIONAL STORAGE REIT (NSR) National Storage Holdings Limited

National Storage Financial Services Limited (ACN 600 787 246 AFSL 475 228) as responsible entity for National Storage Property Trust (ARSN 101 227 712)

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page 38

to apply for additional securities above their entitlement as part of the Retail Entitlement Offer at the same Issue Price.

Further details will be communicated to existing securityholders and lodged with the ASX on Tuesday, 15 June 2021.

NSR securities are expected to resume trading from market open today.

ENDS

National Storage is the largest self-storage provider in Australia and New Zealand, with 211 centres providing tailored storage solutions to over 80,000 residential and commercial customers. NSR is the first independent, internally managed and fully integrated owner and operator of self-storage centres to be listed on the Australian Securities Exchange (ASX).

For further information: Andrew Catsoulis Managing Director 07 3218 8100

Stuart Owen Chief Financial Officer 07 3218 8100

This announcement contains certain “forward-looking statements”. Forward looking words such as expect”, “should”, “could”, “may”, “will”, “believe”, “forecast”, “estimate” and other similar expressions are intended to identify such forward-looking statements. Such statements are subject to various known and unknown risks, uncertainties and other factors that are in some cases beyond NSR’s control. These risks, uncertainties and factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements and from past results, performance or achievements. NSR cannot give any assurance or guarantee that the assumptions upon which management based its forward-looking statements will prove to be correct or exhaustive beyond the date of its making, or that NSR’s business and operations will not be affected by other factors not currently foreseeable by management or beyond its control. Such forward looking statements only speak as at the date of this announcement and NSR does not assume any obligation to update such information.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

National Storage Financial Services Limited (ACN 600 787 246 AFSL 475 228) as responsible entity for National Storage Property Trust (ARSN 101 227 712)

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NATIONAL STORAGE REIT (NSR) 2 National Storage Holdings Limited

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National Storage REIT – Retail Offer Booklet

Section 5 Additional information

5.1 Eligible Retail Securityholders

This Retail Offer Booklet is being offered to Eligible Retail Securityholders only.

Eligible Retail Securityholders are persons at 7.00pm (AEST) on the Record Date who:

  • are registered as a holder of Securities;

  • have a registered address on the National Storage REIT securities register in Australia or New Zealand or are Institutional Investors in another Permitted Jurisdiction;

  • are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent such persons hold Securities and are acting for the account or benefit of a person in the United States);

  • did not participate (other than as nominee, in respect of other underlying holdings) under the Institutional Entitlement Offer, and were not treated as Ineligible Institutional Securityholders under the Institutional Entitlement Offer; and

  • are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Retail Securityholders who are not Eligible Retail Securityholders are ineligible retail Securityholders ( Ineligible Retail Securityholders ). National Storage REIT reserves the right to determine whether a retail Securityholder is an Eligible Retail Securityholder or an Ineligible Retail Securityholder.

National Storage REIT will notify all Ineligible Retail Securityholders of the Retail Entitlement Offer and advise them that National Storage REIT is not extending the Retail Entitlement Offer to them.

Determination of eligibility of investors for the purposes of the Entitlement Offer, and in particular, the question as to whether an eligible Securityholder is an Eligible Institutional Securityholder or an Eligible Retail Securityholder, is determined by National Storage REIT and/or the Underwriters, having reference to a number of matters which are to be considered in accordance with the relevant legal and regulatory requirements. These matters include the number of Securityholders in certain foreign jurisdictions and the number and value of the New Securities which those Securityholders would be offered, and the cost of complying with the relevant legal and regulatory requirements in those places. National Storage REIT and the Underwriters disclaim any liability in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law.

By making a payment by BPAY[®] or EFT, you will be taken to have represented and warranted that you satisfy each of the criteria listed above to be an Eligible Retail Securityholder. Nominees, trustees or custodians are therefore advised to seek independent professional advice as to how to proceed.

National Storage REIT may (in its absolute discretion) extend the Retail Entitlement Offer to any institutional Securityholder that was eligible to participate in the Institutional Entitlement Offer but was not invited to participate in the Institutional Entitlement Offer (subject to compliance with relevant laws).

National Storage REIT has decided, pursuant to ASX Listing Rule 7.7.1(a) and section 9A(3)(a) of the Corporations Act, that it is unreasonable to make offers under the Retail Entitlement Offer to retail Securityholders who are in the United States or are acting for the account or benefit of a person in the United States (to the extent such persons hold Securities and are acting for the account or benefit of a person in the United States) or who have registered addresses outside Australia and New Zealand, having regard to the number of such holders in those places and the number and value of the New Securities that they would be offered, and the relevant legal and regulatory requirements in those places, including the cost of complying with the relevant legal and regulatory requirements.

National Storage REIT may (in its absolute discretion) extend the Retail Entitlement Offer to Securityholders who have registered addresses outside Australia and New Zealand in accordance with applicable law.

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National Storage REIT – Retail Offer Booklet

5.2 No offer under the Retail Entitlement Offer to Institutional Investors

For the avoidance of doubt, the Retail Entitlement Offer does not constitute an offer to:

  • any Eligible Institutional Securityholder (whether or not it participated in the Institutional Entitlement Offer)[3] ;

  • a nominee or custodian for such an Eligible Institutional Securityholder, in respect of existing Securities held for it;

  • any person allocated New Securities under the Institutional Entitlement Offer; or

  • any Ineligible Institutional Securityholder.

5.3 Ranking of New Securities

New Securities issued under the Retail Entitlement Offer will be fully paid and from allotment rank equally in all respects with existing Securities and will be entitled to dividends/distributions on the same basis as existing Securities. The rights and liabilities attaching to the New Securities are set out in National Storage REIT’s constitution, a copy of which is available upon request to National Storage REIT.

5.4 Reconciliation

The Entitlement Offer is a complex process and in some instances investors may believe that they owned more Securities than they ultimately were recorded as holding as at the Record Date or are otherwise entitled to more New Securities than initially offered to them. This may result in a need for reconciliation to ensure all Eligible Retail Securityholders have the opportunity to receive their full Entitlement.

National Storage REIT may need to issue a small quantity of additional New Securities to ensure all Eligible Retail Securityholders have the opportunity to receive their appropriate allocation of New Securities. The price at which these New Securities would be issued, if required, is the same as the Offer Price.

National Storage REIT also reserves the right to reduce the size of Entitlements or the number of New Securities allocated to Eligible Retail Securityholders, or persons claiming to be Eligible Retail Securityholders or other applicable investors, if National Storage REIT believes in its absolute discretion that their claims are overstated or if they or their nominees fail to provide information requested to substantiate their claims, or if they are not Eligible Retail Securityholders.

In that case, National Storage REIT may, in its discretion, require the relevant Securityholder to transfer excess New Securities to the Underwriters at the Offer Price per New Security. If necessary, the relevant Securityholder may need to transfer existing Securities held by them or purchase additional Securities on-market to meet this obligation. The relevant Securityholder will bear any and all losses and expenses so caused.

By applying under the Entitlement Offer, you irrevocably acknowledge and agree to do the above as required by National Storage REIT in its absolute discretion. You acknowledge that there is no time limit on the ability of National Storage REIT to require any of the actions set out above.

5.5 Rounding of Entitlements

Where fractions arise in the calculation of Entitlements, they have been rounded up to the nearest whole number of New Securities.

5.6 Notice to nominees and custodians

The Retail Entitlement Offer is being made to all Eligible Retail Securityholders. Nominees with registered addresses in eligible jurisdictions, irrespective of whether they participate under the Institutional Entitlement Offer, may be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold existing Securities, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Securityholder.

3 An exception to this rule arises where, in accordance with the Underwriting Agreement, the Underwriters in consultation with National Storage REIT determine to treat a person who may be an Eligible Institutional Securityholder as an Eligible Retail Securityholder if that person has not provided a valid Securityholding declaration form, Securityholder application and renunciation form, or other document or information, in the manner and by the time required by the Underwriters or the Underwriters form the view that such Securityholders have not been successfully contacted and, in each such case, exclude Securities in respect of that person from the Institutional Entitlement Offer.

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National Storage REIT – Retail Offer Booklet

If National Storage REIT believes you hold Securities as a nominee or custodian you will have received, or will shortly receive, a letter in respect of the Entitlement Offer. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to, and they must not purport to accept the Retail Entitlement Offer in respect of:

  • beneficiaries on whose behalf they hold existing Securities who would not satisfy the criteria for being an Eligible Retail Securityholder;

  • Eligible Institutional Securityholders who participated in the Institutional Entitlement Offer (whether they accepted their Entitlements or not) and institutional Securityholders who were treated as Ineligible Institutional Securityholders under the Institutional Entitlement Offer; or

  • Securityholders who are not eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

In particular, persons acting as nominees or custodians for other persons must not take up any Entitlements on behalf of, or send any documents related to the Retail Entitlement Offer to, any person in the United States or any person that is acting for the account or benefit of a person in the United States or other jurisdictions outside Australia or New Zealand, except to Institutional Investors in other Permitted Jurisdictions. Persons in the United States and persons acting for the account or benefit of persons in the United States (to the extent such persons hold Securities and are acting for the account or benefit of a person in the United States) will not be able to exercise any Entitlements and may receive no payment or value for them.

National Storage REIT is not required to determine whether or not any registered holder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing Securities or Entitlements. Due to legal restrictions, nominees and custodians may not send copies of this Retail Offer Booklet or accept the Retail Entitlement Offer on behalf of any person in a jurisdiction outside Australia or New Zealand, except as described in footnote 3 to Section 5.2 to certain beneficial securityholders who are institutional or professional investors in certain foreign countries to the extent contemplated in the Investor Presentation under the section titled "International Offer Restrictions" or as National Storage REIT may otherwise permit in compliance with applicable law.

5.7 Allotment, quotation and trading

National Storage REIT will apply to ASX for official quotation of the New Securities, in accordance with the ASX Listing Rules requirements. If ASX does not grant such quotation, National Storage REIT will repay all Application Monies (without interest).

Subject to approval being granted, it is expected that normal trading of New Securities allotted under the Early Retail Entitlement Offer will commence at 10.00am (AEST) on Wednesday, 23 June 2021 and normal trading of all other New Securities allotted under the Retail Entitlement Offer will commence at 10.00am (AEST) on Thursday, 1 July 2021. Application Monies will be held by National Storage REIT on trust for applicants until the New Securities are allotted. No interest will be paid on Application Monies.

It is the responsibility of applicants to determine the number of New Securities allotted and issued to them prior to trading in such securities. The sale by an applicant of New Securities prior to receiving their holding statement is at the applicant's own risk.

5.8 Continuous disclosure

National Storage REIT is a 'disclosing entity' under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports. National Storage REIT is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by the ASX. In particular, National Storage REIT has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of its securities. That information is available to the public from the ASX and can be accessed at www.asx.com.au.

Some documents are required to be lodged with ASIC in relation to National Storage REIT. These documents may be obtained from, or inspected at, an ASIC office.

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National Storage REIT – Retail Offer Booklet

5.9 Underwriting arrangements

The Entitlement Offer is fully underwritten by the Underwriters who have been appointed on an exclusive basis to act as joint lead managers, joint bookrunners and joint underwriters of the Entitlement Offer pursuant to the Underwriting Agreement. Customary with these types of arrangements:

  • National Storage REIT has provided various customary representations and warranties in connection with (amongst other things) the Entitlement Offer;

  • National Storage REIT has agreed, subject to certain carve-outs, to indemnify the Underwriters, their affiliates, related bodies corporate, directors, officers, employees, partners, agents, advisers and representatives against their losses in connection with the Entitlement Offer;

  • each Underwriter may terminate its obligations under the Underwriting Agreement in certain circumstances, including if the Underwriter becomes aware of any of the following events prior to completion of the Entitlement Offer (among other things):

  • there are certain changes in the senior management of National Storage REIT;

  • a National Storage group member breaches, or defaults under, a material debt or financial arrangement or related documentation, or a review event has occurred under these documents which allows the financier the right to accelerate or require repayment;

  • a statement contained in the offer materials (including this Retail Offer Booklet and all ASX announcements made in connection with the Entitlement Offer) is or becomes misleading or deceptive or the offer materials omit required information;

  • there is a material adverse change to the financial position, assets, liabilities or prospects of National Storage REIT;

  • either of the S&P/ASX 200 Index or the S&P/ASX A-REIT Index falls by 10% or more from the level of that index as at the close of trading on the trading day immediately prior to the date of the Underwriting Agreement;

  • National Storage REIT withdraws all or part of the Entitlement Offer;

  • National Storage REIT is prevented from issuing the New Securities under the Entitlement Offer;

  • there are certain delays in the timetable for the Entitlement Offer without the Underwriters' consent;

  • National Storage REIT is in breach of or fails to perform any of its obligations under the Underwriting Agreement or National Storage REIT contravenes the Corporations Act, the ASX Listing Rules or other applicable laws;

  • National Storage REIT or any of its directors engage in fraudulent conduct or activity whether or not in connection with the Entitlement Offer or otherwise commit certain offences, or any officer of National Storage REIT engages in fraudulent conduct or activity in connection with the Entitlement Offer;

  • National Storage REIT ceases to be listed on the ASX or Securities are suspended from trading on, or cease being quoted on, the ASX; or

  • there are certain disruptions to financial markets in specified jurisdictions, including a general moratorium on commercial banking activities, or a material suspension or limitation in trading on the ASX or NZX or the securities exchanges in the United States, London, Hong Kong or Tokyo;

  • the ability of the Underwriter to terminate will in some instances be subject to the Underwriter (acting reasonably) determining that:

  • the event has had or is likely to have a material adverse effect on the marketing, outcome, success or settlement of the Entitlement Offer or the likely price at which the New Securities will trade on the ASX;

  • the event has given or would be likely to give rise to a liability for the Underwriters under any applicable law; or

  • the event has given or would be likely to give rise to a contravention by the Underwriters or to the Underwriters being involved in a contravention of the Corporations Act or any applicable law; and

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National Storage REIT – Retail Offer Booklet

  • the Underwriters will receive an underwriting fee of 1.5% and a management fee of 0.3% of the gross proceeds of the Entitlement Offer (to be shared between them). National Storage REIT may also, in its absolute discretion and in proportions as National Storage REIT may determine, pay the Underwriters on the settlement date for the Institutional Entitlement Offer an incentive fee of up to 0.2% of the gross proceeds of the Institutional Entitlement Offer, and on the settlement date for the Retail Entitlement Offer an incentive fee of up to 0.2% of the gross proceeds of the Retail Entitlement Offer. The Underwriters will also be reimbursed for certain expenses.

Neither the Underwriters nor any of their respective related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents have authorised or caused the issue of this Retail Offer Booklet and they do not take any responsibility for this Retail Offer Booklet or any action taken by you on the basis of such information. To the maximum extent permitted by law, each of the Underwriters and their respective related bodies corporate and affiliates and each of their respective directors, officers, partners, employees, representatives or agents exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this Retail Offer Booklet being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. Neither each respective Underwriter nor any of their respective related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents make any recommendations as to whether you or your related parties should participate in the Entitlement Offer, nor do they make any representations or warranties to you concerning this Entitlement Offer or any such information, and you represent, warrant and agree that you have not relied on any statements made by either Underwriter or any of their respective related bodies corporate and affiliates or any of their respective directors, officers, partners, employees, representatives or agents in relation to the New Securities or the Entitlement Offer generally.

5.10 Withdrawal of the Entitlement Offer

National Storage REIT reserves the right to withdraw or vary all or part of the Entitlement Offer and this information at any time, subject to applicable laws, in which case National Storage REIT will refund Application Monies in relation to Entitlements and New Securities not already issued in accordance with the Corporations Act and without payment of interest. In circumstances where allotment under the Institutional Entitlement Offer has occurred, National Storage REIT may only be able to withdraw the Entitlement Offer with respect to New Securities to be issued under the Retail Entitlement Offer.

To the fullest extent permitted by law, you agree that any Application Monies paid by you to National Storage REIT will not entitle you to receive any interest and that any interest earned in respect of Application Monies will belong to National Storage REIT.

5.11 Effect on control

Whilst some existing holders of Securities may take a sub-underwriting position for the Entitlement Offer or participate in the Shortfall, National Storage REIT does not consider the issue of the New Securities under the Entitlement Offer will have a material effect on the control of National Storage REIT.

5.12 ASX confirmation

ASX has confirmed that the Entitlement Offer timetable described in the "Key dates for the Retail Entitlement Offer" section of this Retail Offer Booklet is acceptable to ASX.

5.13 Not investment advice

This Retail Offer Booklet is not a prospectus, product disclosure statement or other form of disclosure document under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. NSHL is not licensed to provide financial product advice in respect of the New Securities. NSFS is licensed to provide financial product advice, however it is not providing any such advice in respect of the Entitlement Offer or New Securities. This Retail Offer Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Securities, nor does it purport to contain all the information which would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with National Storage REIT's other periodic statements and continuous disclosure announcements lodged with ASX, which are available at www.asx.com.au and www.nationalstorageinvest.com.au.

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National Storage REIT – Retail Offer Booklet

Before deciding whether to apply for New Securities, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Retail Offer Booklet, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, accountant or other professional adviser or call the Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) at any time from 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer period.

5.14 Information availability

Eligible Retail Securityholders in Australia and New Zealand can obtain a copy of this Information Booklet during the period of the Retail Entitlement Offer on the National Storage REIT website at https://nsroffer2021.thereachagency.comor by calling the Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) at any time from 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer period. Persons who access the electronic version of this Retail Offer Booklet should ensure that they download and read the entire Retail Offer Booklet.

The electronic version of this Retail Offer Booklet on the National Storage REIT website will not include a personalised Entitlement and Acceptance Form. A replacement of your personalised Entitlement and Acceptance Form can be requested by calling the Offer Information Line. Alternatively you can download a replacement of your personalised Entitlement and Acceptance Form via your online account at www.computershare.com.au/investor.

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National Storage REIT – Retail Offer Booklet

Section 6 Glossary

Terms Definitions
A$or$ Australian dollars or cents.
ABN Australian Business Number.
Additional New Securities New Securities subscribed to in excess of the Entitlement, up to a maximum of
50% of the Entitlement.
Application Arrangement for payment of the relevant Application Monies through BPAY®or EFT
(for Eligible Retail Securityholders in New Zealand only) in accordance with the
instructions on the Entitlement and Acceptance Form.
Application Monies Offer Price multiplied by the number of New Securities applied for by BPAY®or EFT
(for eligible Retail Securityholders in New Zealand only).
ASIC Australian Securities and Investments Commission.
ASX Australian Securities Exchange Limited (ACN 008 624 691) and the securities
exchange operated by it as the context requires.
ASX Announcements The ASX announcements regarding the Offer included in Section 4 of this Retail
Offer Booklet.
ASX Listing Rules Rules governing the admission of entities to the official list, quotation of securities,
suspension of securities from quotation and removal of entitles from the official list.
They also govern disclosure and some aspects of a listed entities conduct.
ATO Australian Tax Office.
BPAY® The electronic payment services operated by BPAY Pty Ltd (ACN 079 137 518).
CHESS Clearing House Electronic Subregister System.
CGT Capital gains tax.
Corporations Act Corporations Act 2001 (Cth).
CRN Customer Reference Number.
Early Retail Acceptance
Close Date
5.00pm (AEST) on Monday, 21 June 2021 (or such other time or date as National
Storage REIT may determine) being the last date for Eligible Retail Securityholders
to lodge an Application via BPAY®or EFT (for Eligible Retail Securityholders in
New Zealand only) to participate in the Early Retail Entitlement Offer.
Early Retail Entitlement
Offer
The offer to Eligible Retail Securityholders to be allotted New Securities in respect
of their Entitlement at the same time as the allotment of New Securities under the
Institutional Entitlement Offer by lodging an Application via BPAY®or EFT (for
Eligible Retail Securityholders in New Zealand only) by the Early Retail Acceptance
Close Date.
EFT Electronic funds transfer.
Eligible Institutional
Securityholder
In accordance with sections 708(8) and (11) of the Corporations Act, respectively, a
sophisticated or professional Securityholder on the Record Date who:
(a) is not an Ineligible Institutional Securityholder; and
(b) has successfully received an invitation from the Underwriters to participate in
the Institutional Entitlement Offer (either directly or through a nominee).

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National Storage REIT – Retail Offer Booklet

Eligible Retail
Securityholder
As defined in Section 5.1.
Entitlement The right to participate in a 1 for 6.27 pro-rata accelerated non-renounceable
entitlement offer of new National Storage REIT Securities, pursuant to the
Entitlement Offer.
Entitlement and
Acceptance Form
Form accompanying the Retail Offer Booklet.
Entitlement Offer Institutional Entitlement Offer and the Retail Entitlement Offer.
GST Goods and Services Tax.
HIN Holder Identification Number.
Ineligible Institutional
Securityholder
A Securityholder who is an institutional Securityholder on the Record Date with a
registered address outside Australia and New Zealand or any other jurisdiction that
National Storage REIT and the Underwriters agree to whom ASX Listing Rule
7.7.1(a) applies.
Ineligible Retail
Securityholders
Retail Securityholders who are not Eligible Retail Securityholders.
Institutional Entitlement
Offer
Pro-rata accelerated non-renounceable entitlement offer to Eligible Institutional
Securityholders.
Institutional Investor A person:
(a) to whom an offer of New Securities may be made in Australia without a
disclosure document or product disclosure statement (as defined in the
Corporations Act) on the basis that such a person is an "exempt investor" as
defined in ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84;
or
(b) to whom an offer of New Securities may be made outside Australia without
registration or lodgement of a formal disclosure document or other formal filing in
accordance with the laws of the particular foreign jurisdiction (except Canada,
where a notice reporting any sales of securities must be filed with the relevant
provincial securities regulator), and in particular:

inCanada (British Columbia, Ontario and Quebec provinces only), it
(and any person for whom it is acting) is an "accredited investor" (as
defined in National Instrument 45-106 –Prospectus Exemptions)_and a
“permitted client” (as defined in National Instrument 31-103 –
Registration
Requirements, Exemptions and Ongoing Registrant Obligations_);

inHong Kong, it (and any person for whom it is acting) is a "professional
investor" as defined under the Securities and Futures Ordinance of Hong
Kong, Chapter 571 of the Laws of Hong Kong;

inJapan, it (and any person for whom it is acting) is a Qualified
Institutional Investor, as defined under the Financial Instruments and
Exchange Law of Japan (Law No. 25 of 1948, "FIEL");

inNew Zealand, it (and any person for whom it is acting) is a person who
(i) is an investment business within the meaning of clause 37 of Schedule
1 of the Financial Markets Conduct Act 2013 (New Zealand) (the "FMC
Act"), (ii) meets the investment activity criteria specified in clause 38 of
Schedule 1 of the FMC Act, (iii) is large within the meaning of clause 39 of
Schedule 1 of the FMC Act, (iv) is a government agency within the
meaning of clause 40 of Schedule 1 of the FMC Act or (v) is an eligible
investor within the meaning of clause 41 of Schedule 1 of the FMC Act;

page 47

National Storage REIT – Retail Offer Booklet


inSingapore, it (and any person for whom it is acting) is an "institutional
investor" (as such term is defined in the Securities and Futures Act of
Singapore ("SFA"));

inSwitzerland, it (and any person for whom it is acting) isa "professional
client" within the meaning of article 4(3) of the Swiss Financial Services
Act ("FinSA") and have not made any declaration pursuant to article 5(5)
of the FinSA that you wish to be treated as a "private client";

inUnited Kingdom, it (and any person for whom it is acting) is a (i)
"professional investor" within the meaning of the UK's National Private
Placement Regime, (ii) a "qualified investor" within the meaning of Article
2(e) of the Prospectus Regulation (2017/1129/EU), replacing Section
86(7) of the UK Financial Services and Markets Act 2000; and (iii) within
the categories of persons referred to in Article 19(5) (investment
professionals) or Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the United Kingdom Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended.
Investor Presentation The investor presentation relating to the Offer included in Section 4 of this Retail
Offer Booklet.
Key Dates As displayed in the 'Key dates for the Retail Entitlement Offer' section of this Retail
Offer Booklet.
National Storage REIT National Storage Holdings Limited (ACN 166 572 845) and National Storage
Financial Services Limited (ACN 600 787 246) as responsible entity for National
Storage Property Trust (ARSN 101 227 712) and may (as the context requires)
refer to either NSHL or NSPT or both of them jointly.
New Securities Securities to be allocated and issued under the Entitlement Offer.
NSFS National Storage Financial Services Limited (ACN 600 787 246) in its capacity as
responsible entity of NSPT.
NSHL National Storage Holdings Limited (ACN 166 572 845).
NSPT National Storage Property Trust (ARSN 101 227 712).
Offer Information Line 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between
8:30am and 5:30pm (Sydney time), Monday to Friday.
Offer Price $2.00 per New Security.
Permitted Jurisdictions means each of Australia, Canada (British Columbia, Ontario and Quebec provinces
only), Hong Kong, Japan, New Zealand, Singapore, Switzerland and the United
Kingdom,
Record Date 7:00pm (AEST) on Thursday, 10 June 2021.
Retail Entitlement Offer Pro-rata accelerated non-renounceable entitlement offer to Eligible Retail
Securityholders to subscribe for 1 New Security for every 6.27 Securities held on
the Record Date.
Retail Offer Booklet Booklet containing important information about the Retail Entitlement Offer and
National Storage REIT’s business.
Retail Shortfall Facility The facility described in Section 2.6 under which Eligible Retail Securityholders
may apply for New Securities in excess of their Entitlement.
Security A fully paid ordinary share in NHSL stapled to a fully paid ordinary unit in NSPT.

page 48

National Storage REIT – Retail Offer Booklet

Share Registry Computershare Investor Services Pty Limited (ABN 48 078 279 277).
Shortfall The difference between the Entitlements being offered to Eligible Retail
Securityholders under the Retail Entitlement Offer and the Entitlements take up by
Eligible Retail Securityholders.
SRN Securityholder Reference Number.
Subscription Subscription of New Securities by Eligible Retail Securityholders.
TERP Theoretical Ex-Rights Price.
TFN Tax File Number.
Underwriters J.P. Morgan Securities Australia Limited (ACN 003 245 234) and Citigroup Global
Markets Australia Pty Limited (ACN 003 114 832).
Underwriting Agreement The Underwriting Agreement dated Tuesday, 8 June 2021 between National
Storage REIT and the Underwriters.
US Securities Act US Securities Act of 1933.

page 49

National Storage REIT – Retail Offer Booklet

Corporate Directory

Company

National Storage REIT Level 16 1 Eagle Street Brisbane QLD 4000

Tel 1300 302 892 www.nationalstorageinvest.com.au

Offer Information Line

Within Australia: 1300 850 505 Outside of Australia: +61 3 9415 4000 Open between 8:30am to 5:30pm (AEST) Monday to Friday, before the Retail Entitlement Offer closes at 5.00pm (AEST) on Thursday, 24 June 2021

Underwriters

J.P. Morgan Securities Australia Limited Level 18, J.P. Morgan House 85 Castlereagh Street Sydney NSW 2000

Citigroup Global Markets Australia Pty Limited Citigroup Centre 2 Park Street Sydney NSW 2000

Legal Adviser

Allens Level 26 480 Queen Street Brisbane QLD 4000

Share Registry

Computershare Investor Services Pty Limited Level 1, 200 Mary Street Brisbane QLD 4000

page 50

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National Storage Holdings Limited (ACN 166 572 845) National Storage Financial Services Limited (ACN 600 787 246 AFSL 475 228) as responsible entity for National Storage Property Trust (ARSN 101 227 712)

For all enquiries:

Phone:

==> picture [15 x 15] intentionally omitted <==

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Web:

https://nsroffer2021.thereachagency.com

NSR

MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

Make your payment:

Details of the Retail Entitlement Offer and how to make your payment are displayed on the next page.

NOT FOR RELEASE TO WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES

Retail Entitlement Offer — Entitlement and Acceptance Form

Your payment must be received by 5.00pm (AEST) on Thursday, 24 June 2021

This personalised Entitlement and Acceptance Form (“ Form ”) is an important document that requires your immediate attention. It can only be used in relation to the securityholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

IMPORTANT : The Retail Entitlement Offer is being made under the Retail Offer Booklet dated 15 June 2021. The Retail Offer Booklet contains information about investing in New Securities. Before applying for New Securities, you should carefully read and understand the Retail Offer Booklet. This Form should be read in conjunction with the Retail Offer Booklet. Unless otherwise defined, capitalised terms used in this Form have the meaning given to them in the Retail Offer Booklet.

Step 1: Registration Name & Offer Details

Details of the securityholding and entitlements for this Offer are shown overleaf.

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Step 2: Make Your Payment

You can apply to accept either all or part of your Entitlement. If you accept your full Entitlement, you can also apply for Additional New Securities, up to a maximum of 50% of your Entitlement, under the Retail Shortfall Facility. Enter the number of New Securities, and if applicable, Additional New Securities you wish to apply for (up to a maximum of 50% of your Entitlement) and the amount of payment for those New Securities, and if applicable, Additional New Securities.

Choose one of the payment methods shown below.

BPAY ®: See overleaf. Do not return the payment slip with BPAY ® payment.

Direct Transfer: If you are based in New Zealand and unable to pay by BPAY ®, you may make payments by direct transfer by following the instructions online at https://nsroffer2021.thereachagency.com.

If you are otherwise unable to pay via BPAY ®, please call the Securityholder Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) at any time from 8.30am to 5.30pm Monday to Friday during the Retail Entitlement Offer Period.

You are not required to return this Entitlement and Acceptance Form.

If you wish to be allotted your New Securities at the same time investors under the Institutional Entitlement Offer are allotted their New Securities, you must pay by BPAY or direct transfer (if you are based in New Zealand only) by 5.00pm (AEST) on Monday, 21 June 2021. Otherwise, your Application and payment must be made by 5.00pm (AEST) on Thursday, 24 June 2021.

Step 3: Confirm the number of Entitlements and Additional New Securities you wish to take up

Enter the number of Entitlements and Additional New Securities (if applicable, and up to a maximum of 50% of your Entitlement) you wish to take up and retain this Entitlement and Acceptance Form for your records.

By making your payment you confirm that you agree to all of the terms and conditions as detailed in the Retail Offer Booklet dated 15 June 2021.

Turn over for details of the Retail Entitlement Offer

National Storage REIT Retail Entitlement Offer

Payment must be received by 5.00pm (AEST) on Thursday, 24 June 2021

® Registered to BPAY Pty Limited ABN 69 079 137 518

916CR_0_Sample_CA/000001/000001/i

X 9999999991 I ND

Entitlement and Acceptance Form

Registration Name & Offer Details

MR SAM SAMPLE Registration Name: 123 SAMPLE STREET SAMPLETOWN VIC 3000

[For your security keep your SRN/] HIN confidential.

Entitlement No: 12345678

Offer Details:

Existing Securities entitled to participate as at 7.00pm (AEST) Thursday, 10 June 2021:

Entitlement to New Securities on a 1 for 6.27 basis:

Amount payable on full acceptance at $2.00 per New Security:

Maximum number of Additional New Securities you may apply for under the Retail Shortfall Facility (50% of your Entitlement):

Amount payable on full acceptance of Entitlement and application for the maximum Additional New Securities:

==> picture [118 x 135] intentionally omitted <==

Make Your Payment by 5.00pm (AEST) on Thursday, 24 June 2021

Make your payment via BPAY ® either online or by phone with your bank using the payment details below.

BPAY

Biller Code: 999999 Ref No: 1234 5678 9123 4567 89

Contact your financial institution to make your payment from your cheque or savings account.

Make Your Payment in Australian dollars

Pay by Direct Transfer:

If you are based in New Zealand and unable to pay by BPAY ®, you may make payments by direct transfer by following the instructions online at https://nsroffer2021.thereachagency.com. If you are otherwise unable to pay via BPAY ®, please call the Securityholder Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) at any time from 8.30am to 5.30pm Monday to Friday during the Retail Entitlement Offer Period.

Confirm the number of Entitlements and Additional New Securities you wish to take up

Enter the number of Entitlements and Additional New Securities under the Retail Shortfall Facility you wish to take up and retain this Entitlement and Acceptance Form for your records.

Entitlement taken up:

Number of Additional New Securities applied for under the Retail Shortfall Facility (up to a maximum of 50% of your Entitlement):

Amount enclosed at $2.00 per New Security:

A$

.

BPAY[®]

Neither Computershare Investor Services Pty Limited (CIS) nor National Storage REIT accepts any responsibility for loss incurred through incorrectly completed BPAY[®] payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY[®] are received by this time. Eligible Securityholders should use the customer reference number shown on this Entitlement and Application Form when making a BPAY[®] payment.

Privacy Notice

The personal information you provide on this form is collected by CIS, as registrar for the securities issuers (the issuer ), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at www.computershare.com/au/privacy-policies.

123456789123456789+0000000001-3051+14

National Storage Holdings Limited (ACN 166 572 845) National Storage Financial Services Limited (ACN 600 787 246 AFSL 475 228) as responsible entity for National Storage Property Trust (ARSN 101 227 712)

==> picture [58 x 55] intentionally omitted <==

NSR

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Not for release or distribution in the United States

15 June 2021

Dear Securityholder

LETTER TO INELIGIBLE SECURITYHOLDERS – A$325 MILLION NON-RENOUNCEABLE ENTITLEMENT OFFER

On Tuesday, 8 June 2021, National Storage REIT (“National Storage”), comprising National Storage Holdings Limited (ACN 166 572 845) (“NSHL”) and National Storage Financial Services Limited (ACN 600 787 246) as responsible entity of the National Storage Property Trust (ARSN 101 227 712) (“NSPT”, and together with the RE “NSR”), announced that it was conducting an A$325 million accelerated non-renounceable entitlement offer to eligible securityholders to subscribe for 1 new stapled security (each comprising one fully paid ordinary share in NSHL stapled to one fully paid ordinary unit in NSPT) ("New Securities") for every 6.27 existing National Storage stapled securities ("Existing Securities") held by that eligible securityholder at the Record Date of 7pm (Australian Eastern Standard Time) on Thursday, 10 June 2021 ("Entitlement Offer"). New Securities will be issued at an offer price of A$2.00 per New Security.

The Entitlement Offer comprises an institutional component (the "Institutional Entitlement Offer") and a retail component (the "Retail Entitlement Offer"). The Entitlement Offer is being made by National Storage in accordance with sections 708AA and 1012DAA of the Corporations Act 2001 (Cth) (as modified by, amongst other instruments, ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73)), meaning that no prospectus or product disclosure statement needs to be prepared.

The Institutional Entitlement Offer has already closed and raised approximately $260 million. The Retail Entitlement Offer is expected to raise approximately $65 million.

The Entitlement Offer proceeds are expected to be used to strengthen NSR's balance sheet, replenish investment capacity and provide additional funding flexibility going forward. An offer booklet in relation to the Retail Entitlement Offer will be mailed to Eligible Retail Securityholders (defined below) on or around Tuesday, 15 June 2021. Further information in relation to the Entitlement Offer has been disclosed on the Australian Securities Exchange ("ASX").

Samples/000001/000001

This letter is to inform you about the Retail Entitlement Offer and to explain why you will not be able to subscribe for New Securities under the Retail Entitlement Offer. This letter is not an offer to issue entitlements or New Securities to you, nor an invitation for you to apply for entitlements or New Securities. You are not required to do anything in response to this letter but there may be financial implications for you as a result of the Entitlement Offer that you should be aware of.

The Retail Entitlement Offer is only available to Eligible Retail Securityholders. Eligible Retail Securityholders are those persons who:

  • are registered as a holder of Existing Securities on the Record Date of 7pm (Australian Eastern Standard Time) on Thursday, 10 June 2021;

  • have a registered address on the National Storage security register that is in Australia or New Zealand;

  • are not in the United States, and are not acting for the account or benefit of a person in the United States;

  • were not invited to participate (other than as nominee, in respect of other underlying holdings) in the Institutional Entitlement Offer and were not treated as an ineligible institutional securityholder under the Institutional Entitlement Offer; and

  • are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

The restrictions upon eligibility to participate in the Retail Entitlement Offer arise because of the legal and regulatory requirements in countries other than Australia or New Zealand and the potential costs to National Storage of complying with these legal and regulatory requirements compared with the relatively small number of securityholders in those countries, the relatively small number of existing National Storage securities they hold and the relatively low value of New Securities to which those securityholders would otherwise be entitled. National Storage has determined, pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules and section 9A(3) of the Act, that it would be unreasonable to make or extend offers to National Storage securityholders in certain countries under the Retail Entitlement Offer.

According to our records, you do not satisfy the eligibility criteria for an Eligible Retail Securityholder as set out above and National Storage is unfortunately unable to extend to you the opportunity to participate in the Retail Entitlement Offer. Accordingly, in compliance with ASX Listing Rule 7.7.1(b) and section 9A(3) of the Act, this notice is to inform you that under the terms of the Retail Entitlement Offer, you are not entitled to participate in the Retail Entitlement Offer and as such, will not be offered any New Securities under the Retail Entitlement Offer.

Entitlements in respect of the New Securities you would have been entitled to if you were an Eligible Retail Securityholder ("Ineligible Securities") will lapse. The Ineligible Securities will be offered to Eligible Retail Securityholders who apply for additional New Securities in excess of their entitlement, or will be subscribed for by the underwriters to the Entitlement Offer at the Offer Price. Accordingly, there will be no net proceeds of that issue in excess of the Offer Price, and you will not receive any payment or value for those Ineligible Securities. This letter is not an offer to issue New Securities to you, nor an invitation for you to apply for New Securities. This is consistent with the non-renounceable nature of the Entitlement Offer.

If you have any queries, please contact the National Storage Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8:30am and 5:30pm (Australian Eastern Standard Time), Monday to Friday.

Yours faithfully,

Claire Fidler Executive Director & Company Secretary

Important Information

This letter is issued by NSR. This letter is not a prospectus or offering document under Australian law or under any other law. It is for information purposes only and does not constitute an offer, invitation, solicitation, advice or recommendation to subscribe for, retain or purchase any entitlements or securities in NSR in any jurisdiction. This letter does not constitute financial product advice and does not and will not form any part of any contract for the acquisition of entitlements or NSR stapled securities.

This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. No action has been, or will be, taken to register, qualify or otherwise permit an offering of New Securities in any jurisdiction outside Australia or New Zealand. In particular, the New Securities have not been, nor will be, registered under the US Securities Act of 1933 (the "US Securities Act") or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Securities may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

Important Notice To Nominees

Because of legal restrictions, you must not send copies of this letter nor any material relating to the Retail Entitlement Offer to any of your clients (or any other person) acting for the account or benefit of any person in any other jurisdiction outside of Australia and New Zealand. Failure to comply with these restrictions may result in violations of applicable securities laws.

Samples/000001/000002/i12