Dealings in securities by directors and associates of directors of NEPI Rockcastle NEPI Rockcastle plc (Incorporated and registered in the Isle of Man) (Registered number 014178V) JSE share code: NRP Euronext share code: NRP ISIN: IM00BDD7WV31 (“NEPI Rockcastle” or “the company”) DEALINGS IN SECURITIES BY DIRECTORS AND ASSOCIATES OF DIRECTORS OF NEPI ROCKCASTLE Shareholders are advised of the following information relating to dealings in securities by a director and by associates of directors of the company under the JSE Listing Requirements and the Market Abuse Regulation (“MAR”) in Europe, pursuant to an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital. Name of director / person discharging managerial Marek Noetzel responsibilities: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 1 768 Price per security*: ZAR 173.22650 Total value: ZAR 306 264.45 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Direct beneficial Clearance to deal received: Yes Name of associate / person closely associated: CEMZ Holdings Limited Name of director / person discharging managerial Alexandru Morar, who has an indirect beneficial interest in responsibilities and relationship to director/ CEMZ Holdings Limited person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 16 577 Price per security*: ZAR 173.22650 Total value: ZAR 2 871 575.690 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Indirect beneficial Name of associate / person closely associated: Genia Capital (Pty) Ltd Name of director / person discharging managerial Spiro Noussis, who is a trustee and beneficiary of The responsibilities and relationship to director/ Dainsfield Trust, which owns 100% of Genia Capital (Pty) Ltd person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 345 Price per security*: ZAR 173.22650 Total value: ZAR 59 763.14 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Indirect beneficial Name of associate / person closely associated: Noussis Investments (Pty) Ltd Name of director / person discharging managerial Spiro Noussis, who is a trustee and beneficiary of The responsibilities and relationship to director/ Dainsfield Trust, which owns 50% of Noussis Investments person discharging managerial responsibilities and (Pty) Ltd reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 1 960 Price per security*: ZAR 173.22650 Total value: ZAR 339 523.94 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Indirect beneficial Name of associate / person closely associated: Megalo Ltd Name of director / person discharging managerial Spiro Noussis, who is a shareholder of Megalo Ltd responsibilities and relationship to director/ person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 997 Price per security*: ZAR 173.22650 Total value: ZAR 172 706.82 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Indirect beneficial Name of associate / person closely associated: Alexander Noussis Name of director / person discharging managerial Spiro Noussis, who is the father of Alexander Noussis responsibilities and relationship to director/ person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 33 Price per security*: ZAR 173.22650 Total value: ZAR 5 716.47 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: N/A Name of associate / person closely associated: Sophia Noussis Name of director / person discharging managerial Spiro Noussis, who is the father of Sophia Noussis responsibilities and relationship to director/ person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 18 Price per security*: ZAR 173.22650 Total value: ZAR 3 118.08 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: N/A Name of associate / person closely associated: Zoe Noussis Name of director / person discharging managerial Spiro Noussis, who is the father of Zoe Noussis responsibilities and relationship to director/ person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 18 Price per security*: ZAR 173.22650 Total value: ZAR 3 118.08 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: N/A Name of associate / person closely associated: Groot Marico Limited Name of director / person discharging managerial Mirela Covasa, who has an indirect beneficial interest in Groot responsibilities and relationship to director/ Marico Limited person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 6 014 Price per security*: ZAR 173.22650 Total value: ZAR 1 041 784.17 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Indirect beneficial Name of associate / person closely associated: Hollyrood Investments (Pty) Ltd Name of director / person discharging managerial Des de Beer, who is a beneficiary of Grove Trust, which owns responsibilities and relationship to director/ Hollyrood Investments (Pty) Ltd person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 161 490 Price per security*: ZAR 173.22650 Total value: ZAR 27 974 347.48 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Indirect beneficial Name of associate / person closely associated: Optimprops 3 (Pty) Ltd Name of director / person discharging managerial Des de Beer, who is a beneficiary of The Suni Trust, which responsibilities and relationship to director/ owns 50% of Optimprops 3 (Pty) Limited person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 74 390 Price per security*: ZAR 173.22650 Total value: ZAR 12 886 319.33 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Indirect beneficial Name of director / person discharging managerial Andre van der Veer responsibilities: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 1 722 Price per security*: ZAR 173.22650 Total value: ZAR 298 296.03 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Direct beneficial Clearance to deal received: Yes Name of associate / person closely associated: RMB Limited Name of director / person discharging managerial Andre van der Veer, who is the sole beneficiary of the RMB responsibilities and relationship to director/ Performance Linked Investment person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 4 044 Price per security*: ZAR 173.22650 Total value: ZAR 700 527.97 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Indirect beneficial Clearance to deal received: Yes Name of associate / person closely associated: Laurine van der Veer Name of director / person discharging managerial Andre van der Veer, who is the husband of Laurine van der responsibilities and relationship to director/ Veer person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 124 Price per security*: ZAR 173.22650 Total value: ZAR 21 480.09 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: N/A Name of associate / person closely associated: Juliette van der Veer Name of director / person discharging managerial Andre van der Veer, who is the father of Juliette van der Veer responsibilities and relationship to director/ person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 16 Price per security*: ZAR 173.22650 Total value: ZAR 2 771.62 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: N/A Name of associate / person closely associated: Danielle van der Veer Name of director / person discharging managerial Andre van der Veer, who is the father of Danielle van der Veer responsibilities and relationship to director/ person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 16 Price per security*: ZAR 173.22650 Total value: ZAR 2 771.62 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: N/A Name of director / person discharging managerial Nick Matulovich responsibilities: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 18 646 Price per security*: ZAR 173.22650 Total value: ZAR 3 229 981.319 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Direct beneficial Clearance to deal received: Yes Name of associate / person closely associated: Dyer Trust Name of director / person discharging managerial Andries de Lange, who is a beneficiary of Dyer Trust responsibilities and relationship to director/ person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 5 969 Price per security*: ZAR 173.22650 Total value: ZAR 1 033 988.98 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Indirect beneficial Name of associate / person closely associated: Dyer Investments (Pty) Ltd Name of director / person discharging managerial Andries de Lange, who is a beneficiary of Dyer Trust, which responsibilities and relationship to director/ owns Dyer Investments (Pty) Ltd person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 39 348 Price per security*: ZAR 173.22650 Total value: ZAR 6 816 116.32 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: Indirect beneficial Name of associate / person closely associated: Sone de Lange Name of director / person discharging managerial Andries de Lange, who is the husband of Sone de Lange responsibilities and relationship to director/ person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 526 Price per security*: ZAR 173.22650 Total value: ZAR 91 117.14 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: N/A Name of associate / person closely associated: Ruan de Lange Name of director / person discharging managerial Andries de Lange, who is the father of Ruan de Lange responsibilities and relationship to director/ person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 153 Price per security*: ZAR 173.22650 Total value: ZAR 26 503.65 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: N/A Name of associate / person closely associated: Ruben de Lange Name of director / person discharging managerial Andries de Lange, who is the father of Ruben de Lange responsibilities and relationship to director/ person discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 9 October 2017 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 377 Price per security*: ZAR 173.22650 Total value: ZAR 65 306.39 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the interim dividend for the six months ended 30 June 2017 as a return of capital by way of an issue of new shares Place of the transaction: Outside of a trading venue Nature and extent of director’s interest: N/A * This is the price at which shares were issued in terms of the election and for Rand purposes assumes an exchange rate of EUR 1.00: ZAR 15.74200. JSE sponsor Java Capital +27 11 722 3050 Euronext Listing Agent ING Bank N.V +31 20 57 67 262 13 October 2017 Date: 13/10/2017 05:20:00 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.