THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) (“FSMA”) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. This document, which comprises (i) a circular prepared in accordance with Chapter 13 of the Listing Rules for the purposes of the General Meeting convened pursuant to the Notice of General Meeting set out at the end of this document and (ii) a prospectus relating to NewRiver REIT plc (“NewRiver REIT” or the “Company”) and the Capital Raising for the purposes of section 85(1) of FSMA, has been prepared in accordance with the Prospectus Rules and has been approved by the Financial Conduct Authority (“FCA”) in accordance with section 87A of FSMA. A copy of this document has been filed with the FCA in accordance with paragraph 3.2.1 of the Prospectus Rules. In accordance with paragraph 3.2.2 of the Prospectus Rules, this document has been made available to the public free of charge at the Company’s registered office and the offices of Eversheds Sutherland (International) LLP, details of which are set out on page 54 of this document. If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares prior to the date the shares were marked ex-entitlement to the Open Offer you should send this document (but not any personalised Form of Proxy or Application Form) at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee. However, the distribution of this document and the accompanying documents and/or the Open Offer Entitlements through CREST into jurisdictions other than the United Kingdom may be restricted by law. Therefore, persons outside the United Kingdom into whose possession this document and any accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of the relevant jurisdiction. The Directors, whose names appear on page 54 of this document, and the Company, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. NewRiver REIT plc (Incorporated in England and Wales under the Companies Act 2006 with registered number 10221027) Proposed Firm Placing of 45,474,313 New Ordinary Shares at 335 pence per New Ordinary Share Proposed Placing and Open Offer of 21,689,866 New Ordinary Shares at 335 pence per New Ordinary Share and Notice of General Meeting Sponsor and Joint Bookrunner Joint Bookrunner LIBERUM CAPITAL LIMITED PEEL HUNT LLP Joint Financial Adviser Joint Financial Adviser KINMONT BARCLAYS The Existing Ordinary Shares are admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities. Applications will be made to the UK Listing Authority for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange’s Main Market for listed securities (together “Admission”). It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 6 July 2017. This document should be read in its entirety by NewRiver REIT Shareholders and any other person contemplating a purchase of New Ordinary Shares. Your attention is drawn to the letter from the Chairman of NewRiver REIT which is set out in Part 1 of this document. You should read the whole of this document and any documents incorporated herein by reference. NewRiver REIT Shareholders and any other persons contemplating the acquisition of New Ordinary Shares should refer to the Part headed “Risk Factors” for a description of certain important factors, risks and uncertainties that may affect the NewRiver Group’s business and the New Ordinary Shares and which should be taken into account when considering whether or not to subscribe for, or acquire, New Ordinary Shares. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities, or any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances in which such offer or solicitation is unlawful. A notice convening the General Meeting to be held at 10.00 a.m. on 4 July 2017 at the offices of Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS is set out at the end of this document. A Form of Proxy for use in connection with the General Meeting is enclosed with this document. Whether or not you intend to attend the General Meeting in person, to be valid, the Form of Proxy should be completed, signed and returned in accordance with the instructions printed on it so as to be received by Capita Asset Services, at PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, as soon as possible, and in any event, by no later than 10.00 a.m. on 2 July 2017. If you hold Existing Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Capita Asset Services (CREST participant ID RA10), so that it is received by no later than 10.00 a.m. on 2 July 2017. The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof, if you wish to do so and are so entitled. The latest time and date for acceptance and payment in full under the Open Offer is 11.00 a.m. on 3 July 2017. The procedures for acceptance and payment are set out in Part 3 of this document and, where relevant, in the Application Form. Qualifying Non-CREST Shareholders will be sent an Application Form. Qualifying CREST Shareholders (who will not receive an Application Form) will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements and Excess Open Offer Entitlements which is expected to be enabled for settlement on 19 June 2017. Applications under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim arising out of a sale or transfer of Existing Ordinary Shares prior to the date on which the Existing Ordinary Shares were marked “ex” the entitlement by the London Stock Exchange. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this document and the Open Offer. The Application Form is personal to Qualifying Shareholders and cannot be transferred, sold, or assigned except to satisfy bona fide market claims. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer. The release, publication or distribution of this document and any accompanying documents in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any jurisdiction. This document has been prepared to comply with requirements of English law, the Listing Rules, the Prospectus Rules and the Rules of the London Stock Exchange and information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside England. Liberum Capital Limited (“Liberum”) is authorised and regulated by the FCA in the United Kingdom. Liberum is acting exclusively for NewRiver REIT and no-one else in connection with the Capital Raising, and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Capital Raising, and will not be responsible for providing the protections afforded to Liberum clients, nor for giving advice in relation to the Capital Raising, or any arrangement referred to in, or information contained in, this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum under FSMA or the regulatory regime established thereunder, Liberum does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this document including its accuracy, completeness or verification or concerning any other statement made or purported to be made by any of them, or on behalf of them, in connection with NewRiver REIT, the Group, the New Ordinary Shares, the Capital Raising and/or Admission.