Changes to the composition of the board of directors and its committees 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”) CHANGES TO THE COMPOSITION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES The Company informs shareholders that, in order to ensure the appropriate balance of knowledge, power and the effective discharge of duties by the Board of Directors (“the Board”) with regard to the existing committees, and also considering an equitable workload spread among its Directors, the following changes to the committees of the Board have been made: - Andre van der Veer remains a member of the Audit Committee, resigning from the position of chairman of this committee and being replaced by George Aase; - Antoine Dijkstra remains a member of the Social and Ethics Committee, resigning as the chairman of the committee, with Andreas Klingen being appointed in this position; - Mirela Covasa is appointed as a member of the Social and Ethics Committee; and - Marek Noetzel has resigned from his position as a member of the Social and Ethics Committee and is appointed as a member of the Investment Committee. Following the above, the current structure of the Board committees is the following: 1. Investment committee a. Chairman: Desmond de Beer b. Members: Alex Morar, Robert Reinhardt Emslie, Vuso Majija, Andre van der Veer and Marek Noetzel 2. Audit: a. Chairman: George Aase b. Members: Andre van der Veer, Antoine Dijkstra and Andreas Klingen 3. Remuneration committee: a. Chairman: Andre van der Veer b. Members: George Aase and Robert Reinhardt Emslie 4. Risk Committee: a. Chairman: Antoine Dijkstra b. Members: Andre van der Veer, George Aase, Vuso Majija and Andreas Klingen 5. Nomination Committee: a. Chairman: Robert Reinhardt Emslie b. Members: Desmond de Beer and Antoine Dijkstra 6. Social and Ethics Committee: a. Chairman: Andreas Klingen b. Members: Antoine Dijkstra, Sipho Vuso Majija and Mirela Covasa Desmond de Beer has notified the Board that he intends to retire from his position as a non-executive director of the Company by the end of 2020. Resilient REIT Limited (“Resilient”), the Company’s second largest shareholder, has advised its intention to recommend a representative to the Board to replace Mr. De Beer. The Board will initiate discussions with Resilient to identify a suitable candidate for this non-independent non-executive director position. For further information please contact: NEPI Rockcastle plc Alex Morar +40 21 232 1398 JSE sponsor Java Capital +27 11 722 3050 Euronext Listing Agent ING Bank +31 20 563 6685 Media relations +44 20 7404 59 59 Brunswick Group LLP +27 11 502 73 00 nepirockcastle@brunswick.com 21 February 2020 Date: 21-02-2020 09:00:00 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.