Process for Moving Shares Between SA and Euronext

Settlement of listing and process for moving shares between the Dutch and South African Central Securities Depositories

28 June 2017

KEY PARTIES

• Strate Proprietary Limited (“ Strate ”): the South African CSD, performing clearing and settlement services for shares traded on the JSE. • Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (“ Euroclear Nederland ”). • CitiBank (“ Citi ”): the common custodian, providing the settlement link between the two markets. • Citibank Europe Plc Branch : the custodian of Citibank SA in the Netherlands. • Computershare Investor Services Proprietary Limited (“ Computershare ”): NEPI Rockcastle’s South African transfer secretaries. In the Netherlands, this role is fulfilled by Euroclear Nederland. • Domestic custodians : investors’ own custodial arrangements in South African and/or the Netherlands, facilitating their holdings in the Strate and Euroclear Nederland clearing and settlement systems, respectively. This role may be undertaken by an institution’s own market operations desk and direct membership to the domestic CSD. Admitted institutions have an account with Euroclear Nederland and hold shares on behalf of their clients (investors). • PLC Nominees Proprietary Limited (“ PLC Nominees ”): the Strate-formed vehicle facilitating cross exchange holdings, voting and entitlement processing through its holding and recognition of an immobilised share position underlying the equivalent traded share position issued in Strate.

PART A: DUAL LISTING OF NEPI ROCKCASTLE PLC

This Part A of the memorandum outlines the process for effecting the dual listing of NEPI Rockcastle plc (“ NEPI Rockcastle ”) on the JSE Limited (“ JSE ”) and Euronext Amsterdam.

BACKGROUND

The entire issued share capital of NEPI Rockcastle will be listed on the JSE and Euronext Amsterdam pursuant to a merger of New Europe Property Investments plc (“ NEPI ”) and Rockcastle Global Real Estate Company Limited (“ Rockcastle ”) (the “ merger transaction ”). NEPI is currently listed on the JSE and Bucharest Stock Exchange (“ BVB ”), and has an unlisted register in the UK. Rockcastle is currently listed on the JSE and the Stock Exchange of Mauritius (“ SEM ”).

The merger transaction is structured such that those NEPI and Rockcastle shareholders who hold their shares on the JSE register will receive NEPI Rockcastle shares credited to their JSE share account. Those NEPI and Rockcastle shareholders who hold their shares on one of the offshore exchanges (BVB, SEM or unlisted UK register) have the option of receiving their shares either on the JSE or Euronext Amsterdam and must provide instructions accordingly.

100% of the issued share capital of NEPI Rockcastle will be issued to Euroclear Nederland. Once it is known how many of those shares are to be traded on Euronext (the “ Euronext block ”) and how many are traded on the JSE (the “ JSE block ”), CitiBank will move the JSE block to PLC Nominees. Where shareholders have not provided correct account details to which their shares are to be delivered, or where any delivery of shares on Euronext fails to settle, such shares will be transferred to a nominee account in the name of Computershare SA.

ACTIONS IN ANTICIPATION OF LISTING AND ISSUE OF SHARES

Date and time (South Action Responsibility African)

Friday, 7 July 2017, Computershare SA / Strate to provide Computershare SA / Strate 17:00 full account details of account details to where JSE shares are to be delivered by CitiBank

Friday, 7 July 2017, ING to provide full details of account ING 17:00 from which Euronext Amsterdam shares will be delivered to investors. This is to be provided to shareholders by Java Capital to ensure proper settlement.

LISTING OF SHARES ON JSE AND EURONEXT AMSTERDAM – WEDNESDAY, 12 JULY 2017

Date and time (South Action Responsibility African)

Wednesday, 12 July 538 953 857 NEPI Rockcastle shares JSE (No action required) 2017, 09:00 will list and commence trading on the JSE, at a price equivalent to the closing price of a NEPI share on the JSE on Tuesday, 11 July 2017.

Wednesday, 12 July 538 953 857 NEPI Rockcastle shares ING/Euroclear [Please confirm 2017, [Euroclear/ING will list and commence trading on responsibility and action required] please confirm time] Euronext Amsterdam, trading on an “as- if-and-when-delivered” basis.

SHAREHOLDER ELECTIONS – FRIDAY, 14 JULY 2017

Date and time (South Action Responsibility African)

Up to and including Shareholders deliver forms of election Computershare SA/ITL Friday, 14 July 2017, indicating how they wish to receive their 12:00 NEPI Rockcastle shares (dividend or capital). NEPI election forms are delivered to Computershare SA ([email protected] ) and Rockcastle election forms are delivered to Intercontinental Trust Limited in Mauritius. Friday, 14 July 2017, NEPI shareholders wishing to Computershare SA 14:00 – 17:00 participate in the NEPI repurchase submit their election forms to Computershare SA ([email protected] )

Up to and including Shareholders not delivering an election Java Capital Friday, 14 July 2017 form (default option) can provide details of Euronext broker/custodian account to Delivery account details to be which they want their shares delivered provided to investors receiving to Java Capital shares are as follows: ([email protected] ) ING Bank N.V. BIC: INGBNL2SSMK EGSP: 29710

Friday, 14 July 2017, Intercontinental Trust Limited to ITL by 18:30 provide populated spreadsheet showing shareholder elections to Computershare SA

Friday, 14 July 2017, as Computershare SA to circulate to Java Computershare SA. Account details soon as possible Capital, NEPI Rockcastle, Euroclear, for shares to be held in escrow are as ING and CitiBank final spreadsheets follows: showing: Computershare Investor Service (i) Shares to be delivered to 000001805070301 shareholder accounts on CSA: 20004518 JSE, including account BIC: CSEVZAJJXXX details (ii) Shares to be delivered to shareholder accounts on Euronext Amsterdam, including account details (iii) Shares in respect of which no account details have been provided, and therefore which will be delivered to Computershare Nominees to be held in escrow

CORPORATE ACTIONS PRIOR TO ISSUE AND DELIVERY OF SHARES – SATURDAY, 15 JULY 2017 / SUNDAY, 16 JULY 2017

Date and time (South Action Responsibility African)

Saturday, 15 July 2017 Passing of requisite NEPI board NEPI resolutions

Saturday, 15 July 2017 Passing of requisite Rockcastle board Rockcastle resolutions

Saturday, 15 July 2017 Passing of requisite NEPI Rockcastle NEPI Rockcastle board resolutions

Saturday, 15 July 2017 NEPI issues transfer notice to NEPI NEPI Rockcastle indicating that NEPI has transferred rights to consideration shares

Saturday, 15 July 2017 Rockcastle issues transfer notice to Rockcastle NEPI Rockcastle indicating that NEPI has transferred rights to consideration shares

Saturday, 15 July 2017 Computershare SA issues email Computershare SA instruction to CitiBank to move JSE block to PLC Nominees

ISSUE AND DELIVERY OF SHARES – MONDAY, 17 JULY 2017

Date and time (South Action Responsibility African)

Monday, 17 July 2017, NEPI Rockcastle’s registered agent Sabre IOM 08:00 issues share certificate for 538 953 857 NEPI Rockcastle shares to Euroclear Nederland. [How does ING want to receive this certificate?]

Monday, 17 July 2017, JSE CSDP/broker accounts credited CitiBank / Computershare SA / Strate 08:00 with NEPI Rockcastle shares in accordance with election

Monday, 17 July 2017, Euronext custodian/broker accounts ING [time to be advised] credited with NEPI Rockcastle shares in accordance with election

Monday, 17 July 2017 Computershare SA to credit escrow Computershare SA/ Strate. Account account with shares to be held in escrow details for shares to be held in escrow and in respect of which no instructions are as follows: have been received Computershare Investor Service 000001805070301 CSA: 20004518 BIC: CSEVZAJJXXX

Monday, 17 July 2017, ING and Computershare SA to instruct Computershare SA/ ING. Account [time to be advised?] CitiBank to move those shares that fail details for shares to be held in escrow to settle to Computershare Nominee account, if applicable. are as follows:

Computershare Investor Service 000001805070301 CSA: 20004518 BIC: CSEVZAJJXXX

SALIENT DATES AND TIMES

2017 Suspension of NEPI and Rockcastle shares on the JSE, BVB and SEM trading systems Wednesday, 12 July Listing and commencement of trade in NEPI Rockcastle shares on the JSE under Alpha code NRP and ISIN IM00BDD7WV31 Wednesday, 12 July Listing and commencement of trade in NEPI Rockcastle shares on Euronext Amsterdam under Alpha code NRP and ISIN IM00BDD7WV31 (trading on an “as-if-and-when-delivered” basis) Wednesday, 12 July Record date for receipt by NEPI and Rockcastle shareholders of NEPI Rockcastle shares pursuant to the implementation of the merger transaction Friday, 14 July Last day for NEPI and Rockcastle shareholders to lodge their form of election, by no later than 12:00 SA time Friday, 14 July NEPI shareholders who have not lodged forms of election may lodge repurchase election and surrender forms between 14:00 and 17:00 SA time Friday, 14 July NEPI, Rockcastle and NEPI Rockcastle board of directors pass necessary Saturday, 15 July – Sunday, board resolutions to implement issue of shares and listing 16 July Announcement of the results of shareholder elections Monday, 17 July Issue by NEPI Rockcastle of certificated NEPI Rockcastle shares to Euroclear Nederland as registered shareholder Monday, 17 July Issue of beneficial entitlements to NEPI Rockcastle shares to NEPI and Rockcastle shareholders Monday, 17 July CSDP/custodian/broker accounts credited/updated with NEPI Rockcastle shares Monday, 17 July

PART B: CROSS BORDER REMOVALS

This Part B of the memorandum outlines the process for moving NEPI Rockcastle shares cross-border from Strate, the South African Central Securities Depository (“ CSD ”) to Euroclear Nederland, the Dutch CSD, and vice versa. The inter-CSD share movement process is managed through a custodial position managed through the common custodian, CitiBank. The transfer of shares from the Netherlands to South Africa and vice versa does not involve any transfer of shares in the share register of NEPI Rockcastle. All NEPI Rockcastle shares held by investors are traded on the Johannesburg Stock Exchange (“ JSE ”) and Euronext Amsterdam, and are recorded in the share register of NEPI Rockcastle as dematerialised shares in the name of Euroclear Nederland.

OVERVIEW OF CROSS-EXCHANGE TRADING MECHANISM

Shares held in South Africa through PLC Nominees are reconciled by Strate on a daily basis against the CSD Participant accounts who, in turn, will release shares representing the Strate-Euroclear Nederland custodial position for onward settlement to an investor’s South African account/custodian.

Investors will be permitted to repatriate shares from Strate to Euroclear Nederland through the removal of the South African Strate-held shares and onward transfer via the Strate-Euroclear Nederland custodial linkage to the investor’s own Euroclear Nederland account/custodian.

- Those South African investors wishing to transfer their NEPI Rockcastle shares from South Africa to the Netherlands would need to ensure that they have satisfactory exchange control approvals in place in order to execute the movement ahead of transfer. Investors are advised to seek advice from their broker or custodian ahead of considering a share transfer.

Transfer of shares between the two markets is expected to be achievable on a T+1 basis, assuming client instructions are received within the defined operational windows:

- For settling a cross-border trade for an investor, Citi would need to receive either a ‘delivery free’ or ‘receive free’ account transfer instruction and, concurrently, Computershare would need to receive appropriate onward delivery or receipt instructions, in the agreed pre-defined removal form, to allow Citi to input the correct and complete Dutch market instructions before 13:00 South African time on the day prior to the intended settlement date (“ SD-1”), so as to settle at 16:00 South African time on settlement date (“ SD ”). This works within the normal course Netherlands T+2 or South African T+3 settlement cycles.

- For cross-border share movement by an investor irrespective of market (from their Strate custodial account to a Euroclear Nederland account or vice versa), the same cut off of 13:00 South African time on SD-1 would apply in order to achieve the share movement on SD.

Where share movement represents a transaction between a EUR seller/buyer and a ZAR buyer/seller i.e. stock transfer undertaken at the time of executing the trade rather than prior to execution, the two parties will need to agree who bears the EUR/ZAR currency difference, if any.

1. Key requirements for any investor wishing to move shares cross border

1.1 Completed removal form with correct details must be delivered to Computershare for both incoming and/or outgoing transfers

1.2 Investors will need to notify their individual market operations teams and/or custodian account managers of their intention to undertake account transfers between Strate and Euroclear Nederland (or vice versa) and request them to familiarise themselves with the transfer process, as appropriate, via the contact details outlined in section 6 of this memorandum.

Netherlands: set-up for custody and trading within the Dutch settlement and clearing system, Euroclear Nederland and Euronext Amsterdam.

South Africa: set-up for custody and trading within the South African settlement and clearing system, Strate and the JSE.

South Africa-Netherlands share movement: valid instruction from a custodian via Strate and onward delivery instructions to Euroclear Nederland account. The custodian must instruct via an off-market transaction to Strate and, subsequently, the Citi Strate-Euroclear Nederland custodial position in South Africa, per the steps set out in section 3 of this memorandum.

Netherlands-South Africa share movement: valid instruction for an off-market share transfer to the Citi Strate-Euroclear Nederland custodial position in the Netherlands (and onward delivery instructions to respective Strate account), per the details and steps set out in section 4 of this memorandum.

2. Cross-border fungibility process schematic

3. Moving shares from Strate (South Africa) to Euroclear Nederland (the Netherlands) and responsibilities

3.1 Investor instructs both its Euroclear Nederland and Strate custodian that it wishes to transfer its NEPI Rockcastle shares from South Africa to the Netherlands.

3.2 Investor’s custodian sets up Euroclear Nederland “straight-through-processing” (“ STP ”) instructions detailing the share transfers required, including all the relevant details to ensure that the transaction is settled versus the safekeeping account of Citi South Africa (“ Citi SA ”) held with Citi Netherlands in Euroclear Nederland.

3.3 Investor’s custodian sends an RFP settlement instruction versus Citi SA’s account in Euroclear Nederland, notifying its intention to transfer shares to Citi from its South African custodial position for onward transfer to the Dutch market (via Strate through the Citi SA account in South Africa).

3.4 Concurrently, investor’s Strate custodian delivers the requested transfer of shares from South African to the Dutch market and provides complete and satisfactory settlement details to execute the transfer, including the market reference number for the transactions in both markets.

3.5 Investor’s Strate custodian inputs a ‘delivery free-of-payment’ (“ DFP ”) account transfer versus Citi SA’s account in Strate.

3.6 Concurrently, Strate, on behalf of PLC Nominees, provides completed share transfer form to Computershare in South Africa, detailing the removal from South African and delivery to the Netherlands. 3.7 Computershare confirms all details in the transfer form and informs Citi SA of completeness/correctness of the removal form inputs.

3.8 Investor’s custodian or broker needs to ensure that both transactional legs in the South African and Dutch markets are in place with matching instruction details in order for the transfer to be executed.

3.9 Citi SA inputs a ‘receive free-of-payment’ (“ RFP ”) account transfer instruction in Strate alongside the reciprocal DFP transfer from the Citi SA Euroclear Nederland account in the Netherlands to the investor’s Euroclear Nederland custody account in the Netherlands, effecting the electronic share transfer across the markets.

3.10 Once all the transaction steps are completed and settled, confirmations are sent to the investor’s custodian showing transfer of South African shares to Citi SA Euroclear Nederland custodial position and subsequent transfer via Euroclear Nederland to the investor’s custodial position in the Netherlands.

3.11 All communications and confirmations sent via SWIFT messaging service through an MT54[x] SWIFT instruction with ‘no change of beneficial ownership’ (“ NCBO ”) indicator.

3.12 The process for transferring the shares can ordinarily be completed within a T+1 settlement cycle assuming all exchange, CSD and custodian cut-off times are met and the correct details are provided to Computershare and Citi.

4. Moving shares from Euroclear Nederland (Netherlands) to Strate (South Africa) and responsibilities

4.1 Investor instructs both its Euroclear Nederland and Strate custodian that it wishes to transfer its NEPI Rockcastle shares from the Netherlands to South Africa.

4.2 Investor’s custodian sets up Euroclear Nederland STP instructions detailing the share transfers required, including all the relevant details to ensure that the transaction is settled versus the safekeeping account of Citi SA held with Citi Netherlands in Euroclear Nederland.

4.3 Investor’s custodian sends DFP settlement instruction versus Citi SA’s account in Euroclear Nederland, notifying its intention to transfer shares to Citi for an onward transfer to the South African market (from the Citi South Africa safekeeping custodial position in the Netherlands).

4.4 Concurrently, investor’s Strate custodian to be instructed by the investor to receive the transfer of shares into South African and provide complete and satisfactory settlement details to execute the transfer, including the market reference number for the transactions in both markets.

4.5 Investor’s Strate custodian inputs a RFP account transfer versus Citi SA’s account in Strate. This is a NCBO trade.

4.6 Concurrently, investor’s Strate custodian provides completed share transfer form to Computershare in South Africa, detailing the incoming transfer from the Dutch depository to South Africa.

4.7 Computershare to confirm all details in the transfer form and inform Citi SA of completeness/correctness of the removal form inputs.

4.8 Citi SA inputs a DFP account transfer instruction in Strate alongside the reciprocal RFP transfer from Euroclear Nederland in the Netherlands, effecting the electronic share transfer across the markets.

4.9 Investor’s custodian or broker needs to ensure that both transactional legs in the South African and Dutch markets are in place with matching instruction details in order for the transfer to be executed. 4.10 Once all the transaction steps are completed and settled, confirmations are sent to investor’s custodian showing transfer of shares in Euroclear Nederland to Citi SA Euroclear Nederland custodial position and subsequent transfer via Strate to the investor’s custodial position in South Africa.

4.11 All communications and confirmations sent via SWIFT messaging service through an MT54[x] SWIFT instruction.

4.12 The process for transferring the shares can ordinarily be completed within a T+1 settlement cycle assuming all exchange, CSD and custodian cut-off times are met and the correct details are provided to Computershare and Citi.

5. Detailed step-by-step guide to execution instructions required to enable a share transfer between the Dutch and South African CSD

5.1 Settlement in the Dutch market versus Citi SA’s account held with Citibank Europe plc

Investor’s custodian in the Dutch market sends either a ‘delivery free’ or ‘receive free’ transaction instruction using the following matching and settlement details for Citi SA’s account in Euroclear Nederland:

DEAG/REAG CITIGB2LXXX BUYR/SEL CITIZAJXXXX Safekeeping account 0006041679 PSET NECINL2AXXX

5.2 Settlement in the South African market versus Citi SA’s account held with Strate

Investor’s custodian in the South African market sends either a ‘delivery free’ or ‘receive free’ transaction instruction using the following matching and settlement details for Citi SA’s account in Strate:

SDA 29001951 Safekeeping account 0600146001 DEAG/REAG CITIZAJXXXX BUYR/SELL BIC CITIZAJXXXX PSET STRAZAJJ

5.3 Investor’s custodian in the South African market sends completed form to Computershare with all the required details satisfactorily completed. For more details refer to the removal form in the appendix to this memorandum for both inward and outgoing transfers between the Dutch and South African markets.

5.4 Investor’s and their respective brokers/custodian to ensure that both transactions are correctly instructed and in place in both markets for the transfer to be executed. The completed removal form must be delivered to Computershare by 13:00 South African time on SD-1.

5.5 If any of the abovementioned instructions are not in place (or have been incorrectly inputted) by 13:00 South African time on SD-1, Citi SA will not process the transaction until the relevant investor’s custodian(s) have rectified the issue.

5.6 Citi SA reserves the right to request new forms and instructions from the investor’s custodian(s) and relies on the investor to ensure that all the correct instructions and forms are in place and are submitted on time.

5.7 Citi SA reserves the right to refuse to process the transaction in accordance with applicable law, regulation and market rules. 6. Key contacts

6.1 NEPI Rockcastle does not action any part of the stock transfer process. The entire account transfer mechanism is managed through the custodial link between the two CSD platforms, via Citi. Investors wishing to move shares cross-border will need to arrange for their service providers in their respective markets to initiate the process.

Citi South Africa contact details Name: Citi South Africa Operations team Title: Operations team in South Africa Email: [email protected] Phone: +27 (0) 11 944 0131 Address: Citibank NA South Africa Branch, Direct Custody and Clearing, 145 West Street, Sandown, Sandton, 2196, South Africa Website: www.citi.com/southafrica

Citibank Europe Plc Branch Name: Citi Dublin Queries Team Email: [email protected] Phone: +353 1622 4140

Strate contact details Name: Gregory Naicker Title: General Manager – Product Development Email: [email protected] ; [email protected] Phone: +27 (0) 11 759 5371 Fax: +27 (0) 11 759 5507 Address: Strate Pty Ltd, 1 st Floor, 9 Fricker Road, Illovo Boulevard, Illovo, Sandton, 2196, South Africa Website: www.strate.co.za

Euroclear Nenderland contact details Name: Client Desk Title: Operations Email: [email protected] Phone: +31 (0) 20 552 1560 Address: Herengracht 459-469, 1013 BS Amsterdam, the Netherlands Website: www.euroclear.com Computershare contact details Name: Charles Lourens Title: Director – Investor Services Email: [email protected] Phone: +27 (0) 11 370 7843 Mobile: +27 (0) 82 906 7962 Fax: +27 (0) 11 688 5324 Address: Rosebank Towers,v15 Biermann Avenue, Rosebank, 2196 Website: www.computershare.co.za

NETHERLANDS-SOUTH AFRICA SHARE TRANSFER Q&A For investors

Can I move shares between the two locations?

Yes, NEPI Rockcastle shares can be moved freely between the clearing and settlement systems for the JSE and Euronext Amsterdam, Strate and Euroclear Nederland, respectively, through the inter-custodial linkage mechanism provided through Citi. The transfer of shares is executable within the stipulated T+1 timeframe, provided correct instructions and transfer forms are in place before 13:00 South African time on SD-1.

Importantly, South African resident investors wishing to transfer their NEPI Rockcastle shares from South Africa to the Netherlands would need to ensure that they have satisfactory exchange control approvals in place in order to execute the movement ahead of transfer. Investors are advised to seek advice from their broker or custodian ahead of considering a share transfer.

Shares listed on the JSE and traded in South Africa are the same as those listed on Euronext Amsterdam and traded in the Netherlands, with the same rights and ISIN IM00BDD7WV31.

When can I move my shares?

NEPI Rockcastle shares will be admitted to trading on the JSE and Euronext Amsterdam on Wednesday, 12 July 2017. From this date, shares can be transferred freely, subject to the outlined transfer process and the trading and settlement cycles in the respective markets.

Who do I contact to move shares between the two locations?

Your primary contact to advise and execute on a transfer of shares between Euroclear Nederland and Strate should be your existing domestic broker or custodian for your NEPI Rockcastle shares.

Your broker/custodian will need to communicate your transfer instructions to Citi, Euroclear Nederland, Strate and Computershare at the below contacts:

Citi South Africa Citi South Africa Operations Team [email protected] +27 (0) 11 944 0312

Strate Gregory Naicker [email protected] +27 (0) 11 759 5371 Euroclear NederlandClient Desk [email protected] +31 (0) 20 552 1560

Computershare Charles Lourens [email protected] +27 (0) 11 370 7843

NEPI Rockcastle does not action any part of the stock transfer process. The entire transfer mechanism is managed through the custodial link between the two CSD platforms via Citi.

Do I need to have a custodian in each location?

Yes, your broker or custodian will need to be set up to hold shares in the CSD in the market to which your shares are being transferred i.e. Strate or Euroclear Nederland. Please consult your broker or custodian to ensure your account custodial arrangements are sufficient to execute a transfer of shares or whether alternative arrangements should be sought. Any investor wishing to transfer shares should consult their broker or custodian for advice on moving their shares and the associated risks and costs and transfer instructions should be communicated through your broker or custodian.

Who do I need to deliver my shares in Euroclear Nederland to?

You will need to instruct your broker or custodian to deliver shares to the Citi SA safekeeping account in Euroclear Nederland for onward delivery to the applicable custodial account in South Africa, via the Citi custodial exchange link set up to facilitate share movement cross-border.

For investors wishing to move shares from Strate to Euroclear Nederland, your broker or custodian will need to be instructed to deliver shares to Citi SA’s Strate account for onward delivery to your applicable Euroclear Nederland custodial arrangements, via the Citi SA safekeeping account in Euroclear Nederland.

Your broker or custodian must instruct Strate to complete a share transfer form on behalf of PLC Nominees, with all applicable delivery and receipt accounts, and send such form to Computershare in South Africa.

How long will share transfers take?

The transfer of shares is executable within the stipulated T+1 timeframe if instructions and transfer form are in place correct to the appropriate market participants (Citi, Computershare, Strate and Euroclear Nederland) before 13:00 South African time on SD-1.

Such communications should be instructed and channelled through your broker or custodian.

Is the movement delivery-versus-payment (DVP) or delivery-free-of-payment (DFP)?

All share transfers will be processed free-of-payment and with no change in beneficial ownership.

How do trading and settlement practices differ between the Netherlands and South Africa?

Shares traded on the JSE are settled and cleared through the Strate CSD platform. The settlement cycle is T+3 and shares are primarily listed and traded in ZAR.

Shares traded on Euronext Amsterdam are settled and cleared through the Euroclear Nederland CSD platform. The settlement cycle is T+2 and shares are primarily listed and traded in Euro.

Investors wishing to transfer shares between Strate and Euroclear Nederland need to be mindful of domestic practices, requirements and applicable costs for holding and trading shares domestically, and are advised to consult their broker or custodian before undertaking any transfer of shares.

What are my foreign exchange (“FX”) exposures as a result of a transfer?

Shares held in South Africa will be denominated in ZAR, while shares held in Amsterdam will be denominated in Euro. Investors are advised to consult their broker or custodian for guidance on FX exposure and potential associated risks arising from a transfer of shares between the two markets.

Are there any costs associated with transferring shares between markets?

There will be a one-off charge of ZAR1,000 payable to Computershare for any removal of shares to or from the South African market. This is levied on a ‘per removal’ basis i.e. a single movement of 1 share or 1 000 000 shares would attract the same ZAR1,000 charge.

Please note that local investors will be charged VAT at 14% or the current prevailing rate. JSE fees and South African broker fees are levied as is customary. Will my rights as a shareholder for corporate actions and dividends be affected if my shares are transferred?

Shares listed on the JSE and traded in South Africa are the same as those listed on Euronext Amsterdam and traded in the Netherlands, with the same ISIN IM00BDD7WV31. Shares have the same voting rights and rights to dividends.

Corporate action notifications will be made available through SENS and through Euroclear Nederland via STP communication.

Will the dividend/corporate action dates be the same across the two markets?

Dividend and corporate action dates will be the same across all markets on which NEPI Rockcastle shares are traded.

Dividend payment

Dividends payable in respect of shares listed and traded on the JSE will be paid in ZAR via Strate, and in dividends payable in respect of shares listed and traded on Euronext Amsterdam will be paid in Euro via Euroclear Nederland.

NETHERLANDS-SOUTH AFRICA SHARE TRANSFER Q&A For custodians and brokers

When I issue my SWIF MT54[x] message, what do I enter in the PSET, BUYR/SELL and DEAG/REAG fields in each location?

Please refer to section 5 of this memorandum.

How long does the share transfer take?

The transfer of shares is executed within a T+1 timeframe, provided instructions are correctly communicated to the appropriate market participants (Citi, Computershare, Strate and Euroclear Nederland) before 13:00 South African time on SD-1.

What documents will need to be completed in order to process a transfer of shares between Euroclear Nederland and Strate?

- A completed share removal form, including correct details, delivered to Computershare - RFP and DFP SWIFT instructions per the steps outlined in this memorandum

Does Citi take any responsibility/liability for guaranteeing the timing of settlement in South Africa, once correct instructions are in place?

Citi will not guarantee the timing and execution of share transfers for settlement.

Is South African STT charged on the transfer?

Share transfers from Strate to Euroclear Nederland and vice versa will not attract South African securities transfer tax (“ STT ”). Those shares purchased and sold on the JSE will attract STT as is customary. Brokers and custodians are advised to seek their own legal and tax counsel.

For cross-border trading from Euroclear Nederland to Strate and vice versa, who bears the EUR-ZAR foreign exchange exposure?

Appendix: Computershare SA transfer (”removal”) form

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Computershare SA contact details for share transfers:

Name: Charles Lourens Title: Director > Investor Services Email: [email protected] Phone: +27 (0) 11 370 7843 Mobile: +27 (0) 82 906 7962 Fax: +27 (0) 11 688 5324 Address: Computershare SA (Pty) Ltd, PO Box 61051, Marshalltown 2107, 70 Marshall Street, Johannesburg 2001, South Africa Website: www.computershare.co.za

All transfer forms should be submitted electronically to removals@ computershare.co.za. The Removals team Manager Contacts are:

Name: Jennifer Hendricks or Janine Johnson Title: Removals team Email: [email protected] Phone: +27 (0) 11 370 7826 Mobile: +27 (0) 82 906 7962