NEPI ROCKCASTLE N.V - Availability of notice of extraordinary general meeting

Availability of notice of extraordinary general meeting

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")


AVAILABILITY OF NOTICE OF EXTRAORDINARY GENERAL MEETING


Following the successful migration of NEPI Rockcastle to the Netherlands on 6 September 2022, the board of directors of the
Company (the Board) now proposes:

    -    the implementation of a mechanism, by way of dual-amendments to the nominal (par) value of ordinary shares as set out
         in the articles of association of the Company, which will facilitate an option to receive any cash distribution that may be
         declared by the Board for the six months ending 31 December 2022 as a capital repayment, as an alternative to receipt as
         an ordinary distribution net of withholding tax;

    -    amendments to the NEPI Rockcastle Remuneration Policy, in order to bring it in line with the requirements of Dutch law;
         and

    -    amendments to the NEPI Rockcastle Incentive Plan, having regard to standard market practice in the Netherlands and
         feedback from the Company's stakeholders, including inter alia amendments to the vesting and lock-up arrangements
         applicable to awards made under the long-term incentive plan.

Shareholders are advised that a notice of extraordinary general meeting for shareholders to consider and pass the resolutions
necessary to implement the above proposals (the EGM) was distributed today, Tuesday, 4 October.

The EGM will be held at the Company's registered office, Claude Debussylaan 7-29, Tribes Offices SOM Building (Kemer and
Kymyz meeting rooms), 1082MC Amsterdam, Netherlands, on Wednesday, 16 November 2022 at 09:00 Central European Time /
10:00 South African Standard Time. In accordance with Dutch law, the record date for purposes of participating in and voting at the
EGM is the 28th day before the meeting, being Wednesday, 19 October 2022. The last day to trade in order to be eligible to participate
in and vote at the EGM is Friday, 14 October in respect of securities traded on the JSE and A2X, and Monday, 17 October 2022 in
respect of securities traded on Euronext Amsterdam. Attendance at the EGM will be available by way of electronic participation as
detailed in the notice of the EGM.

A copy of the notice of the EGM (together with all schedules and supporting documents) is available on the Company's website:
https://nepirockcastle.com/investors/shareholding-details/notice-of-extraordinary-general-meeting-to-be-held-on-16-november-
2022/.

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                                                                +31 20 563 6685

Media Relations                                                         mediarelations@nepirockcastle.com

4 October 2022

Date: 04-10-2022 04:45:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.