#1O NEPI ROCKCASTLE PROTEC Promenada Kaufland ZARA Manne OUR PULL&BEAR OYSHO Bershka rahark RESERVED RELOCATION PRESENTATION March 2022 MORITO#2NEPI ROCKCASTLE EXCELLENCE. INNOVATION. EXPERIENCE. 1 Rationale for the migration 2 Overview of stakeholders complexity in the context of relocation 3 Corporate tax aspects Normal Dutch Company 4 Future distributions - Tax impact 5 Governing laws for corporate events 6 Relocation timeline and process#3Rationale for the migration Why exit from the Isle of Man? • Significant changes in the International tax legislative framework . loM included among low tax jurisdictions, subject to 25.8% source tax introduced by Netherlands in 2021 on interest and royalties. Similar provisions from 2023 for dividend payments No longer in line with Company's strategy to increase its visibility in the European real estate market and attract new investors Why the Netherlands? Enhances the long-term sustainability of the business, as the Netherlands has an EU-compliant legislative and regulatory framework and is economically, fiscally and politically stable Heightens the visibility of the Group in the European real estate market • Positions NEPI Rockcastle to attract new investors • A natural fit for the Group, already listed on Euronext Amsterdam • • • Why not Malta? In 2021, Financial Action Task Force ('FATF') added Malta to a grey list regarding anti-money laundering supervisions Medium-term tax downside risk due to potential introduction of global minimum tax and pressure to raise effective tax rates Securities of an issuer incorporated under the laws of Malta were not eligible at that time for admission/primary deposit within Euronext Amsterdam#4Overview of stakeholders complexity in the context of relocation Indicator Total Assets (€m) Investment Property (€m) NEPI Rockcastle Compelling drivers for migration to the Netherlands 6,598 Largest listed company in CEE retail real estate 5,842 Pure direct retail property investment company Cash & Cash Equivalent (€m) 499 RCF's (€m) Liquidity (€m) 620 Strong cash position looking to be deployed into accretive investment opportunities NEPI Rockcastle achieved one of the highest committed RCF capacities amongst CEE real estate companies 1,119 Strong liquidity as cash balances and cash and revolving credit facilities Outstanding Bonds (€m) 2,000 Frequent issuer in the Eurobond market with supportive bond investor base LTV Unencumbered Assets Credit Rating Avg Cost of Debt 30.9% 91% BBB stable (S&P) / BBB positive (Fitch) 2.4% LTV within the target range of 35% that satisfies an optimum balance between risk and return NEPI Rockcastle's strategic steering of funding policy from secured to unsecured financing lead to high percentage of assets unencumbered Investment grade credit rating company Competitive cost of debt 4#5Corporate tax aspects - Normal Dutch Company NEPI Rockcastle NV ('NRP NV') will be subject to 25.8% corporate income tax rate in the Netherlands ('NL') on a stand-alone basis Taxable profits in NL will include Group service fees and guarantee fees minus executive directors and staff remuneration costs minus operational costs The tax effect at the level of the Company would not materially impact distributable earnings, as most income is generated at the level of operational subsidiaries and taxed in their respective jurisdictions • Tax losses can be carried forward unlimitedly, but taxable profit in excess of €1 million can only be reduced by tax losses up to 50% NRP NV will benefit from double tax treaties (DTTS) concluded by the Netherlands as well as from EU Directives covering all countries where the Group is operating and the majority of its shareholders • A Dutch REIT regime is available in NL subject to certain criteria and applicable starting 1 January each year (based on option) RESPRESSO BOS etoj % BUN VENIT WHOPPE MON megamall 3 *** 12-b AX EFANEL#6Future distributions -Tax impact TYPES OF DISTRIBUTIONS Cash distribution from NRP NV's profits and/or retained earnings (Profit distributions) (Option 1) Cash distribution via reduction and repayment of NRP NV's nominal value per share (Option 2) NETHERLANDS Treated as dividend, subject to 15% Dutch withholding tax ('WHT'). Not subject to Dutch WHT SOUTH AFRICA General note: SA generally follows the Dutch tax qualification to determine the SA dividend tax consequences Treated as dividend, generally subject to 20% dividend tax for individuals Reduced double tax treaty ('DTT') rates with South Africa: 10% and 0% (note that the 0% rate is based on the application of the most favoured nation clause) are available. Their application is subject to certain formalities such as providing at least a residency certificate of recipient or obtaining tax rulings for certain categories of shareholders. Further to such formalities, a tax refund of 5% (in case a 10% DTT rate applies) or 15% Dutch WHT (in case 0% DTT rate applies) can be requested from the Dutch tax authorities by the SA shareholder In case of individuals, the SA regulated intermediary should determine, based on the information provided by the Company (Dutch entity) and its SA shareholders whether the Dutch WHT due by a SA individual on their cash dividends (max. DTT rate of 10%) can be credited against the SA 20% dividend tax (thus reducing the SA tax from 20% to 10%). Subsequently, the SA individuals should claim back the 5% Dutch WHT from the Dutch tax authorities Treated as a return of capital, therefore no SA dividend tax should apply It 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 Scrip dividend with the nominal value paid up out of NRP NV's share premium (Option 3) Not subject to Dutch WHT 6 Scrip dividends are explicitly excluded from the definition of a foreign dividend, therefore no SA dividend tax should apply#7New distribution mechanism: repayment of capital (Option 2) • The repayment of capital is a new distribution mechanism available subject to shareholder approval (EGM to be held after the Dutch migration), for H2 2022 distribution onwards The repayment of capital would be the default option for distribution (as required by Dutch law) The mechanism entails the increase of the nominal value of shares (share capital), subsequently brought back to the initial nominal value once the distribution for the entire year is performed Mechanism confirmed and approved by JSE for NEPI Rockcastle EXAMPLE • . Assuming that the nominal value of each share will be €0.01 after migration to NL and that there are 100,000,000 ordinary shares in issue Board proposes an increase with €0.40 nominal value per share for FY 23 (i.e. €0.20 per share for H1 and €0.20 per share for H2) At the AGM held in 2023, shareholders approve: >>> an increase of the nominal value of each share by an amount of €0.40 (step 1); >>> >>> a decrease of the nominal value of each share by an amount of €0.20 on or before the payment date for the H1 dividend (step 2); and a decrease of the nominal value of each share by an amount of €0.20 on or before the payment date for the H2 dividend. Step 1 - increase of the nominal value of each share by €0.40 Nominal value of share, before any increase Proposed increase in the nominal value of share for 2023*, from share premium Nominal value per share after the increase Number of shares outstanding 100,000,000 100,000,000 100,000,000 0.01 1,000,000 0.4 40,000,000 0.41 41,000,000 * The proposed increase in the nominal value of shares should not be seen as an indication of distributable earnings for the year; the earnings guidance is the only indication of the distributable earnings for the upcoming year. Step 2 - payment of H1 2023 dividend and decrease of nominal value of each share by €0.20 Number of shares outstanding 100,000,000 0.1 10,000,000 H1 2023 actual distribution Shareholders election Option 1 cash distribution from retained earnings Option 2 cash distribution via repayment of capital 20,000,000 80,000,000 0.1 2,000,000 0.1 8,000,000 Before or at the payment date of dividend, the articles of association will be amended to reflect the change in the nominal value expected for H1 dividend and keep only the adjustment of the nominal value corresponding to H2 2023 (i.e. reduce nominal value from €0.41 per share to €0.21 per share). > Increase in the nominal value of the shares > Payment of dividend cash distribution from retained earnings (Option 1) > Payment of dividend cash distribution via repayment of capital (Option 2) > Decrease of the nominal value of shares for the variance between estimate and actual distribution as repayment of capital DR CR Amounts Share premium Share capital Retained earnings Share capital Share capital Cash Cash 40,000,000 2,000,000 8,000,000 (20,000,000 - Share premium 12,000,000 8,000,0000)#8Governing laws for corporate events As a general principle, the JSE Listings Requirements ("JSE LRS") have been applicable to the Company since its listing on the JSE, and will continue to apply post the relocation from Isle of Man on a mandatory basis, irrespective of its country of incorporation. Matter Mergers/corporate reconstructions Delisting Relocations Takeover rights/ minority shareholders' protection JSE Listings Requirements JSE LR will apply as overarching unless a more stringent requirement stems from the governing corporate law. Require notification to or approval of shareholders in respect of transactions concluded by the Company depending on the category these fall under, as per the criteria set therein. Criteria based on which a transaction would require shareholder approval or not include: Percentage ratio considerations - meaning either (a) cash consideration / market cap, (b) dilution, i.e. number of shares issued in consideration / number of shares in issue, or (c) a combination, expressed as a percentage; Reverse takeover consideration; and Related party transactions. JSE LR will apply as overarching unless a more stringent requirement stems from the governing corporate law. In order to delist from the JSE, a detailed offer must be presented to shareholders, which must be fair as determined by an independent expert. Any such delisting is subject to the approval of shareholders by ordinary resolution (i.e. more than 50% of voting rights exercised). The votes of controlling shareholders (those holding ≥35% voting control or power to appoint or remove directors exercising ≥35% of voting rights at board meetings), their associates and any party acting. in concert will not be counted. The JSE LRs do not regulate a relocation of the Company's corporate seat. Relocations would require an amendment of the articles of association. In terms of the JSE LRs, such amendment requires shareholder approval by special resolution (i.e. 75% or more of voting rights exercised). Any new articles of association proposed to shareholders for adoption must be vetted by the JSE for compliance with the JSE LRs. Provisions of South African Companies Act are not applicable due to the fact that NEPI Rockcastle is not a South African company. The Company is also not a "regulated company" for purposes of the takeover provisions of the South African Companies Act 71 of 2008. The Netherlands Default position under the Netherlands law is that M&A transactions are under the authority of the Board of Directors. For certain major transactions (which entail any significant change in the identity or character of the Company) shareholders' approval will be required pursuant to the Dutch Civil Code. Malta General rule of law is that these are matters subject to shareholder approval. Certain voting thresholds apply depending on whether the transaction would be subject to an extraordinary/ ordinary resolution. No mention in the provisions of the law. No shareholder approval required. Shareholder approval required. EU takeover Directive applicable (due to EU incorporation and listing). Any shareholder who directly or indirectly obtains predominant control of a Dutch listed N.V. is required to make a public takeover offer for all issued and outstanding shares in that company's share capital. Predominant control - if a (legal) person is able to exercise, alone or acting in concert, at least 30% of the voting rights in the general meeting of shareholders of such listed company. 8 Shareholder approval required. EU takeover Directive not applicable (due to the fact that the shares would not have been listed on Malta Stock Exchange#9Relocation timeline and process Implementation process • Two stages process: >>> Initial migration to Luxembourg (May 2022) >>> • Subsequent migration to the Netherlands (September 2022) Key milestones: >>> Shareholders approval in April and May (Isle of Man and Luxembourg EGMs) >>> Detailed EGM notices scheduled for late March/early April 2022 March April May June September May May Issue notices Isle of Man of Isle of Man EGM and Luxembourg EGM EGM Luxembourg EGM Luxembourg Migration Issue notice of Luxembourg AGM Carrefour LC Waikiki 2022 AGM held in Luxembourg SHOPPING CITY Carrefour> Dutch Migration CINEPLEXX RESERVED house CROPP Sinsay SEPHORA EMAG New CCC VINTERSPORT D#10Disclaimer NEPI Rockcastle plc is a commercial property investor and developer, listed on the Main Board of the Johannesburg Stock Exchange Limited (JSE), Euronext Amsterdam and A2X. The presentation has been prepared internally and the information has been included in good faith but is for general informational purposes only. All reasonable care has been taken to ensure that the information contained herein is not untrue or misleading. It should not be relied on for any specific purpose and no representation or warranty is given as regards its accuracy or completeness. The forward-looking statements contained in this document, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are uncertain and subject to risks. A multitude of factors can cause actual events to differ significantly from any anticipated development. Neither the Company nor any of its subsidiary undertakings nor any of its officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does any of the foregoing accept any responsibility for the future accuracy of the opinions expressed in this document or the actual occurrence of the forecasted developments. NEPI Rockcastle assumes no obligation to update any forward looking information contained in this document. The presentation should not be regarded by recipients as a substitute for the exercise of their own judgment. Investors should seek financial advice regarding the appropriateness of investing in any securities or investment strategies discussed or recommended in this presentation and should understand that statements regarding future prospects may not be realised. It does not constitute an offer to purchase any securities or a solicitation to purchase or subscribe securities neither in the United States nor in any other country where such offer or solicitation is restricted by applicable laws or regulations. The commentaries and summaries included in this Presentation do not constitute tax, legal, financial or any kind of advice and is intended only as a high-level guide. Shareholders should consult their own professional advisers to confirm their tax, legal and financial position following both the Luxembourg and Dutch Migrations. Neither NEPI Rockcastle nor any affiliates nor their or their affiliates' officers or employees shall be liable for any loss, damage or expense arising out of any access to or use of this presentation, including, without limitation, any loss of profit, indirect, incidental or consequential loss. Unless expressly agreed otherwise, no part of this presentation should be reproduced or communicated to any third party. 10#11NEPI ROCKCASTLE