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Board sub-committee call following announcement dated 31 August 2018
NEPI Rockcastle plc
Incorporated and registered in the Isle of Man
Registered number 014178V
JSE and Euronext share code: NRP
ISIN: IM00BDD7WV31
("NEPI Rockcastle" or "the Company")
BOARD SUB-COMMITTEE CALL FOLLOWING ANNOUNCEMENT DATED 31 AUGUST 2018
Shareholders are referred to the announcement of 31 August 2018 regarding the special board sub-committee
(the "sub-committee") established to address a letter received by the Company on 23 August 2018 from ten
South African institutional investors requesting an independent investigation of certain matters raised as
"allegations made against the Company, its directors and closely associated parties" (the "letter"). The sub-
committee comprises Robert Emslie (Chairman of the Board), Andre van der Veer (Chairman of the Audit
Committee), Alex Morar (Chief Executive Officer) and Mirela Covasa (Chief Financial Officer).
On 28 September 2018, the sub-committee engaged with representatives of signatories of the letter who
accepted the invitation, via a pre-arranged conference call. The Company's approach to the conference call
was to ask the participants for clarification of any specific issues and concerns relating to NEPI Rockcastle,
and to discuss and respond to these openly and fully. In line with the Company's commitment to complete
transparency towards its shareholders, an unedited recording of the conference call is available on the NEPI
Rockcastle website at http://nepirockcastle.com/wp-content/uploads/2018/10/180928call.mp3.
The sub-committee welcomes the dialogue with investors and will continue to engage with them regarding
any issues or concerns and the proposals raised by the signatories to the letter.
At this stage, the sub-committee does not believe it has been presented with information or queries regarding
the activities of NEPI Rockcastle to form a basis for a clear scope of investigation. It should be noted that
other shareholders have communicated to the sub-committee that they do not share the concerns and views as
to the recommended course of action included in the letter. However, in response to the letter, the Company
makes the following undertakings:
- In respect of the shareholders' request for a whistleblowing line, the Company reminds shareholders
that it established a whistleblowing policy in July 2017 which has been available since then at
http://nepirockcastle.com/about-us/corporate-governance/whistleblowing-policy/. Shareholders may
use this communication channel to substantiate any concerns. To date, no submissions have been made
via the whistleblowing line regarding any related topics. The Company is planning to improve the
process by rerouting the whistleblowing line to an independent professional firm.
- The Company will appropriately investigate all submissions received via the whistleblowing line and
continue to communicate openly and transparently in this regard;
- The Company will continue to engage in dialogue with its investors and invites any that have specific
concerns or suggestions to present them either through the whistleblowing line or to any member of
the sub-committee.
The Company acknowledges shareholders' concerns regarding dealings in its shares. While the Company
cannot investigate this matter because it does not have access to third party trading information, it recognises
that this is a matter under the Financial Services Conduct Authority's (FSCA) mandate. The Company
continues to fully support and facilitate the FSCA's review process into the trading of its shares, with a view
to reaching a prompt resolution.
The Company has recently contacted the Johannesburg Stock Exchange, which has informed that it is not
currently investigating any specific matter in relation to NEPI Rockcastle.
Robert Emslie, the Chairman of the sub-committee and of the Board, noted: "We acknowledged shareholders'
request for communication, and had an open and fruitful discussion, which we consider to have addressed in
detail the concerns raised. While we are open to any specific and substantiated requests, any future actions by
the Company will be limited to NEPI Rockcastle, independent of the other companies with which shareholders
may be concerned."
Alex Morar, CEO, mentioned: "We are confident of the adequacy of our corporate governance processes and
remain engaged in a transparent interaction with all our stakeholders. The management team continues to
focus on operations and delivering value to our shareholders. Further to the excellent operational results
achieved in the first half of 2018, along with the four acquisitions concluded during the year, the two greenfield
developments and one extension on track to open this year, the Company is best placed to perform among its
peers."
For further information please contact:
NEPI Rockcastle plc
Alex Morar +40 21 232 1398
JSE sponsor
Java Capital +27 11 722 3050
NRP@javacapital.co.za
Euronext Listing Agent
ING Bank +31 20 563 6799
Media relations +44 20 7404 5959 / +27 11 502 7300
Brunswick Group LLP NEPI@brunswickgroup.com
1 October 2018
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