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 and 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 final dividend for the year ended 31 December 2018 as a return of capital. 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/ person CEMZ Holdings Limited discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 31 225 Price per security*: ZAR112.6894 Total value: ZAR3 518 819.77 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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: Groot Marico Limited Name of director / person discharging managerial Mirela Covasa, who has an indirect beneficial interest in responsibilities and relationship to director/ person Groot Marico Limited discharging managerial responsibilities and reason for the notification: Initial notification/amendment according to MAR: Initial notification Transaction date: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 6 629 Price per security*: ZAR112.6894 Total value: ZAR747 040.09 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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 Antoine Dijkstra responsibilities: Initial notification/amendment according to MAR: Initial notification Transaction date: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 167 Price per security*: ZAR112.6894 Total value: ZAR18 819.13 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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: Delsa Investments Pty Ltd ("Delsa") Name of director / person discharging managerial Desmond de Beer, who is a beneficiary of the Grove Trust, responsibilities: which owns 100% of Delsa Initial notification/amendment according to MAR: Initial notification Transaction date: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 297 981 Price per security*: ZAR112.6894 Total value: ZAR33 579 300.10 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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 Desmond de Beer, who is a beneficiary of the Grove Trust, responsibilities: which owns 100% of Delsa which in turn owns 50% of Optimprops 3 Pty Ltd Initial notification/amendment according to MAR: Initial notification Transaction date: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 66 318 Price per security*: ZAR112.6894 Total value: ZAR7 473 335.63 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 68 Price per security*: ZAR112.6894 Total value: ZAR7 662.88 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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: Performance Linked Investment Initial notification/amendment according to MAR: Initial notification Transaction date: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 3 721 Price per security*: ZAR112.6894 Total value: ZAR419 317.26 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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: Veer Initial notification/amendment according to MAR: Initial notification Transaction date: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 221 Price per security*: ZAR112.6894 Total value: ZAR24 904.36 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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 responsibilities: Veer Initial notification/amendment according to MAR: Initial notification Transaction date: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 29 Price per security*: ZAR112.6894 Total value: ZAR3 267.99 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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 responsibilities: Veer Initial notification/amendment according to MAR: Initial notification Transaction date: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 29 Price per security*: ZAR112.6894 Total value: ZAR3 267.99 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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 Andries de Lange (Alternate to Desmond de Beer) responsibilities: Initial notification/amendment according to MAR: Initial notification Transaction date: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 380 Price per security*: ZAR112.6894 Total value: ZAR42 821.97 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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: Initial notification/amendment according to MAR: Initial notification Transaction date: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 10 643 Price per security*: ZAR112.6894 Total value: ZAR1 199 353.28 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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: owns Dyer Investments Pty Ltd Initial notification/amendment according to MAR: Initial notification Transaction date: 26 April 2019 Class of securities/description and type of the Ordinary shares of EUR0.01 each financial instrument: Number of securities/volume: 70 158 Price per security*: ZAR112.6894 Total value: ZAR7 906 062.93 Aggregated information: N/A single transaction Nature of transaction: Off-market receipt of shares in terms of an election to receive the final dividend for the year ended 31 December 2018 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 * 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: ZAR15.9050. NEPI Rockcastle plc Mirela Covasa +40 21 232 1398 JSE sponsor Java Capital +27 11 722 3050 Euronext Listing Agent ING Bank +31 20 57 67 261 Media Relations +44 20 7404 5959 Brunswick Group +27 11 502 73 00 nepirockcastle@brunswick.com 30 April 2019 Date: 30/04/2019 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.