NEPI Rockcastle N.V. — Proxy Solicitation & Information Statement 2023

Mar 22, 2023

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you have disposed of all of your shares in NEPI Rockcastle, this circular should be handed to the purchaser of such shares or to a central securities depository participant ("CSDP"), admitted institution, broker, custodian, banker or other agent through whom the disposal was effected.

THE ATTENTION OF SHAREHOLDERS IS DRAWN TO THE AVAILABILITY, FOR THE FIRST TIME, OF AN OPTION AVAILABLE TO THEM TO RECEIVE A CAPITAL REPAYMENT, WHICH IS DISCOUNTED BY 5% TO THE SCRIP DIVIDEND. SHOULD SHAREHOLDERS NOT ACTION THE CONTENTS OF THIS CIRCULAR, THEY WILL BE DEEMED TO HAVE ELECTED TO RECEIVE THE CAPITAL REPAYMENT. THIS DIFFERS FROM THE DEFAULT OPTION APPLICABLE TO PREVIOUS ELECTIONS OFFERED BY THE COMPANY.

NEPI Rockcastle does not accept responsibility and will not be held liable for any failure on the part of the CSDP, admitted institution, broker, custodian, banker or other agent to notify a shareholder of the proposals set out in this circular.

If you are in any doubt as to what action to take, please consult your CSDP, admitted institution, broker, custodian, banker, accountant, legal advisor or other professional advisor.

All times indicated are local times in the country to which they refer.

NEPI Rockcastle shareholders will not have registered ownership of the NEPI Rockcastle shares that they receive pursuant to the scrip dividend. NEPI Rockcastle shares will instead be delivered to shareholders in the form of dematerialised security entitlements representing the beneficial ownership of such shares. References throughout this document to NEPI Rockcastle shares received or issued pursuant to the scrip dividend or to any shareholding in NEPI Rockcastle before or after the implementation of the scrip dividend should therefore be read as a reference to a receipt, issue or holding of security entitlements representing beneficial ownership of NEPI Rockcastle shares, and not to any registered ownership of NEPI Rockcastle shares. All NEPI Rockcastle shares are and will be registered in the name of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. ("Euroclear Nederland") for and on behalf of shareholders. NEPI Rockcastle shares traded on the Johannesburg Stock Exchange Limited ("JSE") and A2X will be delivered in accordance with the rules of Strate Proprietary Limited and those traded on Euronext Amsterdam N.V. ("Euronext Amsterdam") will be delivered in accordance with the rules of Euroclear Nederland.

Shareholders resident in any country other than South Africa or the Netherlands are referred to the "Foreign Shareholders" section on page 10 of this circular.

Shareholders are also referred to the "Salient Dates and Times" sections on page 2 of this circular for the dates and times applicable in respect of the final dividend.

THE ATTENTION OF SHAREHOLDERS IS DRAWN IN PARTICULAR TO THE FACT THAT THE SALIENT DATES AND TIMES APPLICABLE IN RESPECT OF SHARES TRADED ON THE JSE AND A2X AND IN RESPECT OF SHARES TRADED ON EURONEXT AMSTERDAM, DIFFER, AND THAT TRANSFERS OF SHARES FROM THE JSE OR A2X TO EURONEXT AMSTERDAM MAY NOT TAKE PLACE BETWEEN TUESDAY, 7 MARCH 2023 AND FRIDAY, 17 MARCH 2023, BOTH DAYS INCLUSIVE.

NEPI ROCKCASTLE

NEPI ROCKCASTLE N.V.

(formerly NEPI Rockcastle S.A.)

(incorporated in the Netherlands)

Registration number: 87488329

Share code: NRP

ISIN: NL0015000RT3

("NEPI Rockcastle" or the "Company")

CIRCULAR TO NEPI ROCKCASTLE SHAREHOLDERS IN RESPECT OF THE FINAL DIVIDEND FOR THE SIX MONTHS ENDED 31 DECEMBER 2022

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SALIENT DATES AND TIMES

For shareholders holding shares traded on the JSE and/or A2X

	2023
Publication of financial results for the year ended 31 December 2022 and announcement of the final dividend	Tuesday, 21 February
Announcement on SENS and ANS regarding an election to receive either a capital repayment, an ordinary cash distribution or scrip dividend, and issue of circular	Tuesday, 28 February
Announcement on SENS and ANS of the scrip reference price, scrip ratio and exchange rate before 11:00am South African time	Tuesday, 7 March
Last day to trade on the JSE and A2X in order to be eligible for the capital repayment, ordinary cash distribution or scrip dividend	Tuesday, 14 March
Shares commence trading on the JSE and A2X ex the final dividend	Wednesday, 15 March
Announcement on SENS and ANS of cash payment applicable to fractional entitlements before 11:00am South African time	Thursday, 16 March
Record date for receipt of the capital repayment, ordinary cash distribution or scrip dividend	Friday, 17 March
Ordinary cash distribution and scrip dividend elections to be made no later than 12:00pm South African time	Friday, 31 March
Announcement on SENS and ANS of the date of the amendment of the Articles to facilitate the capital repayment and confirmation of the number of new NEPI Rockcastle shares issued pursuant to the scrip dividend	Tuesday, 4 April
Amendment of Articles to reflect increase and subsequent reduction of the nominal value per share	Wednesday, 5 April
Payment of capital repayment and ordinary cash distribution; CSDP/broker accounts credited/updated and new NEPI Rockcastle shares listed on the JSE and A2X	Thursday, 6 April

Notes:
1. The above dates and times are subject to change. Any changes will be released on SENS and ANS and the website of the Company at www.nepirockcastle.com.
2. NEPI Rockcastle shareholders are referred to page 6 of this circular for information on the action required to be taken by them.
3. For the avoidance of doubt, only those shareholders who hold NEPI Rockcastle shares on the record date will receive the capital repayment, or be entitled to elect to receive the ordinary cash distribution or scrip dividend.
4. Shareholders electing the scrip dividend alternative are alerted to the fact that the new NEPI Rockcastle shares will be listed and settled on Thursday, 6 April 2023 and that these new shares can only be traded from that date. This differs from the conventional one-day-after-record-date settlement process.
5. Transfers of shares between the Euronext Amsterdam and the JSE or A2X may not take place between Tuesday, 7 March 2023 and Friday, 17 March 2023, both days inclusive. Accordingly, the above dates and times will apply in respect of all shares traded on the JSE and A2X at the commencement of trade from Tuesday, 7 March 2023.
6. Shares may not be dematerialised or rematerialised between Wednesday, 15 March 2023 and Friday, 17 March 2023, both days inclusive.

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For shareholders holding shares traded on Euronext Amsterdam

Publication of financial results for the year ended 31 December 2022 and announcement of the final dividend	Tuesday, 21 February
Announcement on the Company's website regarding an election to receive either a capital repayment, an ordinary cash distribution or a scrip dividend, and issue of circular	Tuesday, 28 February
Announcement on the Company's website of the scrip reference price, scrip ratio and exchange rate before 10:00am Central European Time	Tuesday, 7 March
Last day to trade on Euronext Amsterdam in order to be eligible for the capital repayment, ordinary cash distribution or scrip dividend	Wednesday, 15 March
Shares commence trading on Euronext Amsterdam ex the final dividend	Thursday, 16 March
Distribution of the Technical Information Memorandum	Thursday, 16 March
Record date for receipt of the capital repayment, ordinary cash distribution or scrip dividend	Friday, 17 March
Start of election period	Monday, 20 March
Accounts at Euroclear Nederland of the Admitted Institutions will be credited with dividend rights	Monday, 20 March
Close of election period	Friday, 31 March
Announcement on the Company's website of the date of the amendment of the Articles to facilitate the capital repayment and confirmation of the number of new NEPI Rockcastle shares issued pursuant to the scrip dividend	Tuesday, 4 April
Amendment of Articles to reflect increase and subsequent reduction of the nominal value per share	Wednesday, 5 April
Payment of capital repayment and ordinary cash distribution; broker/custodian accounts credited/updated and new NEPI Rockcastle shares listed on Euronext Amsterdam	Thursday, 6 April

Notes:

1. The above dates and times are subject to change. Any changes will be released on the website of the Company at www.nepirockcastle.com
2. NEPI Rockcastle shareholders are referred to page 6 of this circular for information on the action required to be taken by them.
3. For the avoidance of doubt, only those shareholders who hold NEPI Rockcastle shares on the record date will receive the capital repayment, or be entitled to receive the ordinary cash distribution or scrip dividend.
4. Shareholders electing the scrip dividend alternative are alerted to the fact that the new NEPI Rockcastle shares will be listed and settled on Thursday, 6 April 2023 and that these new shares can only be traded from that date. This differs from the conventional one-day-after-record-date settlement process.
5. Transfers of shares between the Euronext Amsterdam and the JSE or A2X may not take place between Tuesday, 7 March 2023 and Friday, 17 March 2023, both days inclusive. Accordingly, the above dates and times will apply in respect of all shares traded on Euronext Amsterdam at the commencement of trade from Tuesday, 7 March 2023.

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TERMS OF THE FINAL DIVIDEND FOR THE SIX MONTHS ENDED 31 DECEMBER 2022

1. INTRODUCTION

On Tuesday, 21 February 2023, NEPI Rockcastle released its condensed consolidated financial results for the year ended 31 December 2022 and announced a final dividend of 27.85 euro cents per NEPI Rockcastle ordinary share ("share" or "NEPI Rockcastle share") in respect of the six months ended 31 December 2022 ("final dividend"), corresponding to a 95% dividend pay-out ratio.

The announcement of the final dividend follows the approval by shareholders on 16 November 2022 of adjustments to the nominal (par) value of each ordinary share through amendment of the Company's articles of association ("the Articles"), in order to facilitate an option to receive any cash distribution declared by the Company for the year ended 31 December 2022 as a capital repayment.

The board of directors of the Company has resolved to offer to NEPI Rockcastle shareholders the election to receive the final dividend either:

(i) via a reduction and repayment in cash of the nominal value per share ("capital repayment"), by way of amendments to the Articles, as approved by shareholders at the extraordinary general meeting held on 16 November 2022 ("the November EGM"); or
(ii) as an ordinary cash distribution out of distributable profits.

As an alternative, shareholders may elect to receive a distribution of 29.32 euro cents per share, corresponding to a 100% dividend pay-out ratio and representing a 5.3% premium to the final dividend, as a return of capital by way of an issue of new shares with a nominal value of €0.01 each credited as fully paid up ("scrip dividend").

The capital repayment will be paid to shareholders unless they elect to receive either the ordinary cash distribution or scrip dividend. This differs from the default option applicable to previous elections offered by the Company. Therefore, NEPI Rockcastle shareholders who wish to receive either the ordinary cash distribution or scrip dividend must ensure that their elections are lodged in accordance with the "Salient Dates and Times" section of this circular. The election by a shareholder of one option implies an opt-out of the other option(s).

The election is available in respect of all or part of a shareholder's shareholdings as at the record date set out in the "Salient Dates and Times" section on page 2 of this circular.

If no shareholders were to elect to receive the scrip dividend the aggregate value of all capital repayments and ordinary cash distributions will amount to €169,049,500.00. The maximum number of shares to be issued if all shareholders elect to receive the scrip dividend will be announced on the Company's website and on SENS and ANS on Tuesday, 7 March 2023.

The rationale for offering two alternatives as to how cash is received, namely as a capital repayment or an ordinary cash distribution, is to reduce the compliance costs of claiming tax refunds in respect of ordinary cash distributions (detailed in paragraph 4). The rationale for the scrip dividend is to offer shareholders the opportunity to increase their shareholding in NEPI Rockcastle and to retain flexibility regarding the Company's cash resources.

1. TERMS OF THE DIVIDEND

2.1 Capital repayment

The capital repayment will be paid to shareholders unless they elect to receive either the ordinary cash distribution or the scrip dividend. This differs from the default option applicable to previous elections offered by the Company.

In order to facilitate the capital repayment option described in paragraph 1(i) above, adjustments to the nominal (par) value of each ordinary share (currently €0.01 (one euro cent)) will be effected through amendment of the Articles. These adjustments were approved by shareholders at the November EGM and will comprise:

(i) an increase of the nominal value of each ordinary share by €0.35 (thirty-five euro cents), at the expense of the share premium reserve and by way of an amendment to the Articles; and
(ii) a reduction of the nominal value of each ordinary share by €0.35 (thirty-five euro cents), by way of an amendment to the Articles, so as to reduce such nominal value back to €0.01 (one euro cent).

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Following notification of the aforementioned intended amendments to the Articles and the conclusion of a mandatory two-month opposition period for creditors, no oppositions to the proposal were received. Accordingly, before the payment date of the final dividend, the Articles will be amended to effect an increase of the nominal value of each ordinary share by €0.35 (thirty-five euro cents), to €0.36 (thirty-six euro cents) per ordinary share, at the expense of the share premium reserve. The Articles will shortly thereafter be amended to effect a reduction of the nominal value of ordinary share by €0.35 (thirty-five euro cents), back to €0.01 (one euro cent) per ordinary share. For the avoidance of doubt, at the conclusion of this amendment process, the nominal value of each NEPI Rockcastle share will effectively be unchanged at €0.01 (one euro cent) per share, and the amendments to be effected to such nominal value are to facilitate the capital repayment option only.

Shareholders receiving the capital repayment (the default) will receive an amount of 27.85 euro cents per share in cash, as a repayment of the nominal value of their shares. The aggregate amount by which the nominal value of ordinary shares is reduced will be partly paid to shareholders opting (or opting by default) to receive the capital repayment, such part representing the total of all distributions opted (or opted by default) to be received as a capital repayment by shareholders. The remaining balance will be added back to the share premium reserve.

Shareholders who hold shares traded on the JSE and/or A2X will receive the capital repayment in South African Rand (“ZAR”), converted from Euro at an exchange rate to be announced on Tuesday, 7 March 2023.

Shareholders who hold NEPI Rockcastle shares traded on Euronext Amsterdam will receive the capital repayment in Euro.

2.2 Ordinary cash distribution

Shareholders who elect to receive the ordinary cash distribution will receive an amount of 27.85 euro cents per share in cash. The ordinary cash distribution will be paid out of the Company’s distributable profits.

The election to receive the ordinary cash distribution may be made by shareholders in respect of all or part of their shareholdings as at the record date set out in the “Salient Dates and Times” section on page 2 of this circular.

Shareholders who elect to receive the ordinary cash distribution and hold shares traded on the JSE and/or A2X will receive the ordinary cash distribution in ZAR, converted from Euro at an exchange rate to be announced on Tuesday, 7 March 2023.

Shareholders who elect to receive the ordinary distribution and hold NEPI Rockcastle shares traded on Euronext Amsterdam will receive the ordinary cash distribution in Euro.

2.3 Scrip dividend

The scrip dividend will take place in accordance with article 26 of the Articles. The new NEPI Rockcastle shares to be issued pursuant to the scrip dividend are to be funded by way of a reduction of part of the Company’s share premium account.

The number of shares to which a shareholder electing to receive the scrip dividend is entitled will be determined with reference to the ratio that 29.32 euro cents per share (representing a 5.3% premium to the final dividend) bears to a scrip reference price. The scrip reference price will be calculated based on a 3% discount to the five-day volume weighted average traded price (less the final dividend of 27.85 euro cents per share) of NEPI Rockcastle shares on the JSE, to be announced on Tuesday, 7 March 2023 (“scrip reference price”). For NEPI Rockcastle shares traded on Euronext Amsterdam, the scrip reference price will be converted to Euro at a ZAR:EUR conversion rate announced on Tuesday, 7 March 2023 (“exchange rate”).

The election to receive a scrip dividend may be made by shareholders in respect of all or part of their shareholdings as at the record date set out in the “Salient Dates and Times” section on page 2 of this circular.

The Company reserves the right to reduce the number of new NEPI Rockcastle shares issued to electing shareholders in terms of the scrip dividend, on a pro rata basis, with any such reduction to be announced on or before Tuesday, 7 March 2023. In such circumstance, shareholders will receive the balance of their final dividend in cash as a capital repayment of 27.85 euro cents per share.

NEPI Rockcastle reserves the right to reduce the number of new NEPI Rockcastle shares issued to an electing shareholder in respect of the scrip dividend if the issue of such shareholder’s full allocation of new NEPI Rockcastle shares would result in that shareholder (individually or together with any shareholders deemed to be acting in concert with such shareholder) having an interest in NEPI Rockcastle shares that would ordinarily require the shareholder (or group of shareholders) to make a mandatory takeover offer pursuant to any applicable takeover, capital market or equivalent legislation. In such circumstances, the shareholder will receive the balance of their entitlement in cash as a capital repayment of 27.85 euro cents per share.

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The allocation of new NEPI Rockcastle shares will be such that shareholders who elect to receive the scrip dividend will not be allocated a fraction of a new NEPI Rockcastle share. Any entitlement to receive a fraction of a NEPI Rockcastle share will be rounded down to the nearest whole number, with a cash payment (“cash payment”) made to the relevant shareholder in respect of the fraction. The cash payment due to shareholders will be determined with reference to the weighted average traded price of shares on the JSE on Wednesday, 15 March 2023, less 10% (converted to Euro at the exchange rate in respect of those shares traded on Euronext Amsterdam) which amount will be announced on Thursday, 16 March 2023 before 11:00am South African time.

Application will be made to the JSE, A2X and Euronext Amsterdam to list the new NEPI Rockcastle shares issued in terms of the scrip dividend with effect from the commencement of trade on Thursday, 6 April 2023.

As at the date of this circular, the Company has 607,000,000 ordinary shares of €0.01 each in issue.

3. ACTION REQUIRED BY SHAREHOLDERS

If you wish to receive the capital repayment you need to take no further action. You will receive a capital repayment of 27.85 euro cents per share in cash on Thursday, 6 April 2023.

If you wish to receive either the ordinary cash distribution or the scrip dividend, please note the following action required to be taken by you:

3.1 If you hold shares traded on the JSE and/or A2X

Notify your duly appointed CSDP, broker or custodian that you wish to receive either the ordinary cash distribution or new NEPI Rockcastle shares pursuant to the scrip dividend in the manner and the time stipulated in the agreement governing your relationship with your CSDP, broker or custodian.

If you elect to receive the ordinary cash distribution, you will receive an amount of 27.85 euro cents per share in cash on Thursday, 6 April 2023, net of any applicable withholding tax payable in respect of the ordinary cash distribution as detailed in paragraph 4.2 below. If you elect to receive the scrip dividend, your CSDP or broker account will be credited and updated with the new NEPI Rockcastle shares issued in terms of the scrip dividend on Thursday, 6 April 2023.

Should you fail to elect either the ordinary cash distribution or the scrip dividend, you will receive a capital repayment of 27.85 euro cents per share.

3.2 If you hold shares traded on Euronext Amsterdam

Notify your custodian that you wish to receive either the ordinary cash distribution or new NEPI Rockcastle shares pursuant to the scrip dividend in the manner and the time stipulated in the agreement governing your relationship with your custodian.

If you elect to receive the ordinary cash distribution, you will receive an amount of 27.85 euro cents per share in cash on Thursday, 6 April 2023, net of any applicable withholding tax payable in respect of the ordinary cash distribution as detailed in paragraph 4.2 below. If you elect to receive the scrip dividend, your account will be credited and updated with the new NEPI Rockcastle shares via the Admitted Institutions of Euroclear Nederland on Thursday, 6 April 2023.

Should you fail to elect either the ordinary cash distribution or the scrip dividend, you will receive a capital repayment of 27.85 euro cents per share.

The Company shall not be liable for any loss arising out of a failure of any relevant party to receive the instruction that you wish to receive either new NEPI Rockcastle shares pursuant to the ordinary cash distribution or the scrip dividend before the applicable deadline.

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4. TAX IMPLICATIONS

The commentary below does not constitute tax advice and is intended only as a high-level guide. Shareholders should consult their own professional advisers to confirm their tax position vis-à-vis any distribution declared by the Company. The Company takes no responsibility for the submission of claims to any tax authority for or on behalf of any shareholder, for liaising with any tax authority for or on behalf of any shareholder in respect of any such claims, or for the outcome of any such claims. Claims to any tax authority are the sole responsibility of the shareholder concerned.

Given NEPI Rockcastle's listing on the JSE and A2X, a relatively large proportion of the Company's shares are expected to be held by shareholders tax resident in South Africa ("South African shareholders"). The position of South African shareholders is therefore specifically addressed below. For shareholders residing outside of South Africa, the distribution (of the final dividend or scrip dividend) may have other legal or tax implications and such shareholders are advised to obtain appropriate advice from their professional advisers in this regard.

4.1 Capital repayment

Shareholders receiving the capital repayment (the default) will receive a distribution of 27.85 euro cents per share as a repayment of the nominal value of their shares, paid from share capital for Dutch tax purposes. No Dutch dividend tax will be withheld on these capital repayments paid to shareholders.

For South African shareholders, the capital repayment should be treated as a return of capital (because from a Dutch standpoint it is treated as repayment of capital), therefore no South African dividend tax should apply. The capital repayment will reduce the shares' tax base, resulting in a potentially higher capital gain in the future when the shares are sold. Insofar as the repayment exceeds the shares' tax base, it may immediately result in capital gains tax.

4.2 Ordinary cash distribution

4.2.1 Dutch tax implications

4.2.1.1 Main rule

The Company must withhold 15% Dutch dividend tax on the ordinary cash distribution, leaving a distribution amount per share net of Dutch dividend tax. The Dutch dividend tax will be remitted to the Dutch tax authorities on behalf of the recipient of the ordinary cash distribution. Where required, a dividend note will be issued.

4.2.1.2 Refund procedure

The beneficial owner of the ordinary cash distribution may be entitled to a partial or full refund of the Dutch dividend tax on the basis of Dutch domestic law or a tax treaty that the Netherlands has concluded with the country of tax residence of the shareholder. Information on the refund can be found on the website of the Dutch tax authorities: http://www.belastingdienst.nl/refunddividendtax. Depending on your specific situation, you must either fill out a form and send it to the Dutch tax authorities (address is noted on the form) or register electronically and request the refund electronically. It is noted that most countries provide for some form of relief of double taxation, but usually not more than the tax that the Netherlands is allowed to levy on the basis of the applicable tax treaty. Foreign shareholders are therefore encouraged to request a refund to which they are entitled on the basis of the applicable tax treaty concluded with the Netherlands (if any).

4.2.1.3 Reduction or exemption at source

A shareholder, not being a natural person, who beneficially owns an interest in the nominal paid up share capital of the Company of 5% or more (a "Substantial Interest"), or a shareholder who beneficially owned a Substantial Interest in the Company for at least 12 months and still owns shares that formed part of such Substantial Interest, may be entitled to a reduction or exemption at source. Such shareholder is advised to liaise with its own tax advisor to determine its possible entitlement to a reduction or exemption.

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4.2.2 South African tax implications

4.2.2.1 General

Ordinary cash distributions received from a foreign (non-resident) company in respect of a share that is listed on the JSE are regarded as foreign dividends for South African income tax and dividends withholding tax purposes.

As a general rule, 20% South African dividends withholding tax (“SADWT”) will be withheld by the regulated intermediary in South Africa (CSDP) on the ordinary cash distribution, leaving a distribution amount per share net of SADWT. This could be different if:

• 4.2.2.1.1 a shareholder qualifies for an exemption from SADWT on the basis of South African domestic law; and
• 4.2.2.1.2 the formal requirements to apply such exemption from SADWT are satisfied (insofar as applicable).

In order to qualify for any exemption from SADWT the beneficial owner of the ordinary cash distribution must provide the following documentation to the CSDP:

• 4.2.2.1.3 a written declaration that the ordinary cash distribution is exempt from SADWT in terms of South African domestic law; and
• 4.2.2.1.4 a written undertaking to inform the regulated intermediary in writing should the circumstances affecting the applicable exemption change, or should the beneficial owner cease to be the beneficial owner,

by the date determined by the CSDP, or where no date is determined, by the date of payment of the ordinary cash distribution.

The requirements in order to qualify for an exemption or rebate of SADWT in terms of a tax treaty are dealt with below.

4.2.2.2 Tax implications for corporate shareholders

Where the South African resident beneficial owner of the ordinary cash distribution is a company, the ordinary cash distribution will be exempt from SADWT in terms of domestic law, provided the documentary requirements set out above are complied with.

4.2.2.3 Tax implications for non-corporate shareholders

Where the South African resident beneficial owner of the ordinary cash distribution is a non-corporate shareholder, the ordinary cash distribution may be exempt from SADWT in terms of domestic law. Where the ordinary cash distribution does not qualify for one of the domestic exemptions, SADWT will be suffered at an initial rate of 20%.

One would then consider the application of the rebate mechanism described below in order to determine the final amount of tax payable.

4.2.2.4 Rebate on SADWT suffered

A rebate on non-refundable foreign taxes imposed on the ordinary cash distribution paid is available to reduce the SADWT liability. This rebate is calculated with reference to the dividend withholding tax (“DWHT”) rate to which all qualifying companies resident in South Africa and all qualifying individual persons resident in South Africa are entitled in terms of the tax treaty concluded between the Netherlands and South Africa (“NL-SA treaty”) (and not the standard rate of 15% DWHT). The applicable rate of DWHT should be determined with reference to the analysis set out in paragraph 4.2.1 above.

The rebate will be limited to the SADWT imposed.

Where the ordinary cash distribution is exempt from DWHT in terms of Dutch domestic law as a result of the shareholder holding 5% or more of NEPI Rockcastle’s shares, no rebate will be available.

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The CSDP is responsible for withholding SADWT from the ordinary cash distribution payable to shareholders holding shares trading on the JSE or A2X and paying such amounts to the South African Revenue Service.

In order to apply a rebate, the CSDP must be satisfied:

4.2.2.4.1 that DWHT was applied; and
4.2.2.4.2 that the relevant shareholder qualifies for a reduced rate of DWHT.

The rebate for foreign taxes is determined in ZAR by translating the foreign currency amount using the same rate used to translate the foreign dividend.

4.2.2.5 Refund mechanism

Where the above results in shareholders holding shares trading on the JSE or A2X who are not exempt from SADWT suffering more than an aggregate 20% dividends withholding tax, such shareholders are advised to follow the procedures set out in paragraph 4.2.1.2 above in order to claim a refund in terms of the NL-SA treaty.

The maximum dividends withholding tax to be suffered by a South African shareholder will be 20%. Whether or not there is a refund due to the shareholder should be determined with reference to the specific facts applicable to that shareholder.

Where a CSDP is satisfied that a particular shareholder has suffered 15% DWHT, which is not recoverable by that shareholder from the Dutch tax authority, such CSDP should withhold 5% SADWT (being the 20% SADWT less 15% DWT), unless a specific South African domestic exemption applies and the required documentation as set out in paragraph 4.2.2.1 has been provided to the CSDP.

4.3 Issuance of new NEPI Rockcastle shares as a scrip dividend

4.3.1 Dutch tax implications

The issuance of additional shares in NEPI Rockcastle shares pursuant to the scrip dividend will be paid up from the Company's share premium account. Such transaction is not subject to Dutch DWHT.

4.3.2 South African tax implications

The issuance of additional shares in NEPI Rockcastle itself is not a dividend in terms of South African domestic law, deriving such meaning from its treatment under Dutch law, and should therefore not be subject to SADWT.

In terms of SA domestic law, the issuance of additional shares in NEPI Rockcastle should also not constitute a foreign return of capital for South African tax purposes.

The base cost of the additional NEPI Rockcastle shares received by the shareholders will be deemed to be nil for South African capital gains tax purposes. As the fractional cash payment arises pursuant to the disposal of shares on behalf of shareholders, the fractional cash payment must be disclosed by South African shareholders in their tax returns as proceeds for capital gains tax purposes, or gross income (depending on whether the shareholder holds his/her shares in income or capital account) in relation to the disposal of shares which have no base cost or tax cost. Shareholders are advised to obtain appropriate advice from their professional advisor regarding the tax consequences of receipt of both shares in terms of the scrip dividend and any fractional cash payment.

5. EXCHANGE CONTROL REGULATIONS (FOR SHAREHOLDERS HOLDING SHARES TRADED ON THE JSE AND A2X ONLY)

The following is intended only as a guide and is therefore not a comprehensive statement of the Exchange Control Regulations of South Africa issued under the Currency and Exchanges Act, 1933, as amended ("Exchange Control Regulations"), and is applicable only to shareholders holding shares traded on the JSE and/or A2X.

All aspects relating to the Exchange Control Regulations will be managed by a shareholder's CSDP or broker. Shareholders who are in any doubt as to the appropriate course of action to take should consult their CSDP, broker or other professional advisors.

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NEPI Rockcastle shares issued in terms of the scrip dividend are not freely transferable from South Africa and must be dealt with in terms of the Exchange Control Regulations. Shareholders who hold shares traded on the JSE and/or A2X can only receive shares traded on the JSE and/or A2X (as applicable).

5.1 Shareholders receiving the capital repayment

The capital repayment is freely transferable from South Africa. Receipt of cash by emigrants must be effected through an authorised dealer in foreign exchange controlling the emigrant's remaining assets.

5.2 Shareholders receiving the ordinary cash distribution

As the ordinary cash distribution will be paid out of the Company's distributable profits, such dividends are freely transferable from South Africa. Receipt of cash by emigrants must be effected through an authorised dealer in foreign exchange controlling the emigrant's remaining assets.

5.3 Shareholders receiving the scrip dividend

Shares issued to non-residents will be credited to their CSDP or broker accounts and a "non-resident" annotation will appear in the CSDP or broker register. Future dividend payments will be credited directly to the bank accounts nominated for shareholders by their CSDP or broker.

6. LEGAL BASIS OF THIS CIRCULAR

This circular has been published, inter alia, to fulfil the requirements of Article 1(4)(h) and Article 1(5)(g) of Regulation No. 2017/1129/EU of the European Parliament and of the Council of 14 June 2017, which states that there is no obligation to publish a prospectus for the public offering of dividends paid out to shareholders in the form of shares and the admission of such shares to trading on a regulated market provided that a prospectus substituting document is made available containing information on the number and nature of the shares and the reasons for and details of the offer.

7. FOREIGN SHAREHOLDERS

It is the responsibility of any person resident outside the Netherlands or South Africa wishing to elect to receive NEPI Rockcastle shares pursuant to the scrip dividend to be satisfied as to the full observance of the laws of the relevant territory, including obtaining any government or other consents which may be required and observing any other formalities in such territories.

Shareholders who are in any doubt as to their position should consult their CSDP, admitted institution, broker, custodian, banker, accountant, legal advisor or other professional advisor. No person receiving this circular in any territory other than the Netherlands or South Africa may treat it as constituting an invitation or offer to receive any NEPI Rockcastle shares pursuant to the scrip dividend, nor should that person in any event elect to receive NEPI Rockcastle shares pursuant to the scrip dividend unless, in the relevant territory, such an invitation or offer could lawfully be made to, and such election could lawfully be made by, that person without contravention of any registration or other regulatory or legal requirement.

This circular does not constitute an offer to sell, or the solicitation of an offer to purchase or subscribe for NEPI Rockcastle shares in any jurisdiction where such offer or solicitation is unlawful. The distribution of this circular and the offering, sale, subscription and delivery of the NEPI Rockcastle shares in certain jurisdictions may be restricted by law. Persons into whose possession this circular comes are required to inform themselves about and observe any such restrictions.

In particular, the new NEPI Rockcastle shares to be issued pursuant to the scrip dividend have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States of America (the "U.S."). Subject to certain exceptions, the new NEPI Rockcastle shares to be issued pursuant to the scrip dividend may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the US Securities Act).

This circular and any other document related to the payment of the final dividend in the form of new NEPI Rockcastle shares may not be distributed, disseminated or published outside of the Netherlands or South Africa, unless such distribution, dissemination or publication complies with applicable local laws and regulations.

This circular may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation.

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When deciding whether or not they will elect to receive new NEPI Rockcastle shares pursuant to the scrip dividend, shareholders must take into account the risks associated with an investment in NEPI Rockcastle shares.

For further information please contact:

NEPI ROCKCASTLE N.V.
Rüdiger Dany/Eliza Predoiu	+31 202 38 40 30
JSE sponsor
Java Capital	+27 11 722 3050
Euronext Listing Agent
ING Bank N.V.	+31 20 563 6685
Euronext Paying Agent
ING Bank N.V.	+31 20 563 6685
Media relations	mediarelations@nepirockcastle.com

28 February 2023

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REF. JOB026137