20 May - 11 min read

Business Update

Business Update

NEPI Rockcastle plc
Incorporated and registered in the Isle of Man
Registered number 014178V
Share code: NRP
ISIN: IM00BDD7WV31
(“NEPI Rockcastle” or “the Company” or the “Group”)

All information below excludes joint ventures, unless otherwise stated

BUSINESS UPDATE

“The first three months of 2021 were marked by continuing restrictions imposed by governments to contain some of the highest Covid-
19 infection rates in Central and Eastern Europe since the beginning of the pandemic. Several of the countries where we are
operating have experienced consecutive lockdowns. Almost everywhere, entertainment and food court areas have been closed
throughout the entire quarter. Recently, infection rates have started to fall in all our countries. Trading restrictions are being lifted
and we now have 96% of our GLA operational. Occupancy held up at more than 95% while virtually all the income from 2020 and
91% of the income for the first quarter of the year has been collected. We see footfall and tenant sales picking up strongly following
the reopening. Most importantly, the vaccination campaign, which got off to a slow start in December 2020, is now accelerating and,
based on the experience of the countries more advanced on the path to mass immunisation, is proving effective. With our strong
balance sheet and quality portfolio, we look forward to making the most of the opportunities available in the post-pandemic world.”
Alex Morar, CEO

BUSINESS HIGHLIGHTS

         -   As a result of decreasing Covid-19 infection rates, trading restrictions continued to be relaxed in all Central and Eastern
             Europe (‘CEE’) countries since the end of the first quarter (‘Q1’) of 2021. As of mid-May, 96% of total Gross Leasable
             Area (‘GLA’) was operational. This percentage is expected to increase to 98% by the end of May.

         -   After a relatively slow start, the vaccination programme accelerated significantly in most CEE countries over the last two
             months. The roll-out speed in the countries where the Group operates is similar, on average, to that in the European
             Union (‘EU’) as a whole. The EU targets to vaccinate 70% of the adult population by the end of summer 2021.

         -   Footfall in Q1 2021 was 29.5% lower than prior year, as significant restrictions were in place for most of the quarter (in
             2020 the lockdown was introduced mid-March). By the end of April, the year-to-date (‘YTD’) cumulative footfall was
             12.6% lower than in 2020. Tenant sales (excluding hypermarkets) in Q1 2021 were 26% lower than Q1 2020.

         -   By the end of April, 67% of the rent concessions for Q1 2021 had been agreed. This includes the impact of government
             regulated concessions in Poland and Slovakia. In countries where restrictions have been lifted later (Czech Republic,
             Hungary, Lithuania) negotiations with tenants are at an early stage, to allow for monitoring of performance after
             reopening.

         -   At the end of March 2021, the collection rate was 98% of reported revenues (adjusted for concessions granted) for 2020
             and 80% for Q1 2021. Since then, the collection rate further improved to 99% of reported revenues for 2020 and 91% for
             Q1 2021.

         -   Net Operating Income (‘NOI’) for the three months ended 31 March 2021 was €72 million, 28.5% lower compared to
             Q1 2020. The difference is the result of the Covid-19 rent concessions (€25 million in Q1 2021, €4 million in Q1 2020)
             and the disposal of the Romanian office portfolio, sold in August 2020 (€5.9 million NOI in Q1 2020).

         -   The net amount of expected credit losses expense for Q1 2021 was €0.1 million, as a result of adequate provisioning for
             receivables done in 2020, no significant insolvencies in the period and no material expectations on non-recovery of
             receivable outstanding.

         -   EPRA occupancy rate as of 31 March 2021 was 95.2%.

         -   Liquidity as of 31 March was very strong, amounting to €1.2 billion (including €575 million in available committed credit
             facilities).

         -   The loan-to-value ratio (‘LTV’) was 32.9% as of 31 March 2021, below the 35% strategic target.

         -   Investment grade credit ratings of BBB by Fitch Ratings (stable outlook) and S&P Global Ratings (negative outlook)
             maintained.

         -   EPRA Net Reinstatement Value per share was €6.36 on 31 March 2021, 1.4% lower from 31 December 2020 (€6.45), as
             a result of the dividend payment during Q1 2021.

         -   The property portfolio’s value is substantially unchanged compared to December 2020, at €5.8 billion. No property
             valuations were undertaken in Q1 2021, in accordance with the Group’s policy to perform independent revaluations at
             half-year and year-end reporting dates.

         -   The earnings guidance for the 2021 financial year as previously communicated is withdrawn, due to the larger than
             expected lockdowns having a significant impact on Distributable Earnings Per Share (‘DEPS’) in Q1 2021. Further
             lockdowns are still possible and difficult to predict. The Company will provide more details when available.


OPERATING PERFORMANCE

Status of trading restrictions and government measures

Between September 2020 and April 2021, the countries where NEPI Rockcastle operates were faced with consecutive waves of
increases in the number of new Covid-19 cases. Governments responded with restrictions varying greatly in length and severity. Each
country went through peaks and troughs in infection rates at different times. All this created a volatile environment for NEPI
Rockcastle’s operations, with new restrictions being announced, introduced or lifted in one country or another almost on a weekly
basis. Investors were informed of the changes through regular updates.

In May, most of the remaining trading restrictions were lifted. The status of restrictions as of mid-May 2021 is set out in the table
below. In some cases, governments communicated timelines for further reopening, based on which we anticipate that over 98% of
GLA will be operational by the end of May.

                  Weight          Operating GLA   Essential retailers    Non-essential retailers Restaurants, coffee   Cinemas, children’s
Country           in portfolio    (% of total)    on (groceries and      (other than food and    shops and food        playgrounds, other
                  (%)             17 May 2021     pharmacies)            entertainment)          courts                entertainment

                                                                                                                       Open (except
Romania           35              99              Open                   Open                    Open                  children’s
                                                                                                                       playgrounds)

Poland            24              88              Open                   Open                    Closed**              Closed

                                                                                                                       Open (except
Slovakia          10              97              Open                   Open                    Closed*               children’s
                                                                                                                       playgrounds)

Hungary           9               99              Open                   Open                    Closed***             Open

Bulgaria          8               100             Open                   Open                    Open                  Open

Croatia           5               98              Open                   Open                    Closed*               Open

Serbia            3               100             Open                   Open                    Open                  Open

Czech Republic    3               86              Open                   Open                    Closed*               Closed

Lithuania         3               86              Open                   Open                    Closed*               Closed

Group             100             96

* except for takeaway and outdoor terraces
** except for takeaway
*** only food court closed, except for takeaway

The number of new infections is on a clear downward trend in most CEE countries since March-April 2021. Possible reasons for this
positive development include the effect of restrictions and the acceleration of the vaccination campaign. The latter is the most
important in the long run and promises to lead to a full reopening of CEE economies by the end of summer 2021 if current
immunisation targets are met. Further details on the current Covid-19 infection rate and the vaccination programme in the CEE can be
found at https://ourworldindata.org/covid-cases and https://ourworldindata.org/covid-vaccinations.

Tenant support

By the end of April, 67% of the rent concessions for Q1 2021 had been agreed. This includes government-regulated rent concessions
in Poland and Slovakia. The Polish government continues to impose a rent-free period for tenants, including service charges and
marketing costs, during lockdowns. In Slovakia, the government programme of partially subsidising rent, subject to agreements
between landlords and tenants, was prolonged. Similar programmes implemented in 2020 in Czech Republic and Lithuania were
discontinued in 2021.

Negotiations are ongoing with tenants affected by lockdowns in 2021. The same principles that underlined the agreements reached in
2020 will be applied during these negotiations, including:

          -   lease extensions and other tenant concessions obtained in exchange for rent reductions;
          -   linking rental concessions to future performance (possibility to claw-back discounts in case of over-performance); and
          -   targeted support at most of the affected categories (leisure, entertainment, food courts, restaurants, small local tenants).

Trading update

The total number of visits was 29.5% lower in Q1 2021 compared to Q1 2020. By the end of April, the YTD footfall was 12.6% lower
than 2020 (38.5% lower than 2019). It was less affected in countries (such as Serbia) where lockdowns were relatively short or food
courts remained opened. When food service was closed but other non-essential stores were open, footfall typically reached between
75% and 85% of 2019 levels.

Tenant sales (excluding hypermarkets) in Q1 2021 were 26% lower than in Q1 2020 (35.3% lower than in Q1 2019). The performance
was primarily related to the length and severity of trade restrictions and lockdowns imposed by each country. The best performing
countries were Serbia and Romania (where some product categories exceeded the sales achieved in Q1 2019).

In general, footfall during the lockdown periods was much higher in 2021 than in 2020 (compared across similar restrictions). This
indicates that customers adapted to the pandemic conditions and adjusted their lifestyle. Also, the rebound in both footfall and tenant
sales was quicker after the 2021 lockdowns compared to last year.
Leasing activity

In Q1 2021, the Group signed 296 new leases and lease renewals, for an area of more than 44,000m2 (2.2% of GLA). The successful
negotiations continued in April 2021, when new lease agreements were signed for approximately 12,000m2 in Poland only, despite the
country being in lockdown at the time. The Group has ongoing negotiations with several major international retailers looking to expand into
new countries.

DEVELOPMENT UPDATE

During Q1 2021, the Group has made material progress with permitting and pre-development works in relation to its controlled pipeline,
which includes Promenada Mall Craiova, Promenada Mall Bucharest and residential projects. In Craiova, the site preparation works were
completed. Permitting for the construction of the shopping centre and the public road servicing the area is expected to be finalised in the
third quarter of 2021, with construction works starting shortly thereafter. The first building permit for a residential project (near Vulcan
Value Centre in Bucharest) is expected by the end of June 2021.

The Group invested €12 million in developments and capital expenditures in Q1 2021. The total planned development and capital
expenditure for 2021 is in the range of €135-€140 million.


CONCESSIONS IN THE PERIOD AND TENANT RECEIVABLES

During Q1 2021, NEPI Rockcastle recognised rent concessions worth €25 million, split as follows:

Covid-19 discounts recognised in Q1 2021, by type                                                                  € million

Rent and service charge reliefs imposed by governments (Poland)                                                    9.9

Discounts granted as partial forgiveness of receivables                                                            13.2

Variable discounts contingent upon tenant’s performance (negative turnover rent)                                   0.9

Discounts granted as lease incentives, subject to straight-lining                                                  1.0

Total Covid-19 discounts for the period (on a cash basis, straight-lining effect excluded)                         25.0

Straight-lining effect of the discounts granted after signing of the addendums (in 2020 and 2021)                  (0.4)

Statement of comprehensive income impact in Q1 2021                                                                24.6


The collection rate for Q1 2021, adjusted for concessions granted, was 80% as of 31 March 2021, improving to 91% by the end of
April 2021. On 31 March 2021, uncollected tenant receivables amounted to €39.5 million (including VAT, net of provisions), of
which €18.2 million were overdue. This balance is adjusted for rent relief and concessions, either legally enforced or negotiated. The
Company expects to collect the full outstanding balance when tenant negotiations for the periods under restrictions are finalised, in
line with the pattern already experienced in the past.

CASH MANAGEMENT AND DEBT

The Group had a strong liquidity profile on 31 March 2021, with €575 million in cash and €575 million in undrawn committed credit
facilities.

NEPI Rockcastle’s LTV* (interest bearing debt less cash, divided by investment property) was 32.9%, comfortably below the 35%
target.

As of 31 March 2021, ratios for unsecured loans and bonds showed ample headroom compared to covenants:

         -   Solvency Ratio: 41% actual, vs requirement of maximum 60%;
         -   Consolidated Coverage Ratio: 4.1 actual, vs requirement of minimum 2; and
         -   Unsecured consolidated total assets/unsecured consolidated total debt: 258% actual, vs requirement of minimum 150%.

The average interest rate, including hedging, was 2.4% for Q1 2021. Exposure to variable interest rates is 99% covered by hedges.

*The reported LTV excludes the €33.2 million right-of-use assets and associated lease liabilities as at 31 March 2021

POTENTIAL REDOMICILE FROM ISLE OF MAN TO MALTA

The Board of Directors is considering a potential redomicile of the Company from Isle of Man to Malta, as part of its strategic focus
on enhancing the long-term sustainability of NEPI Rockcastle’s business.

As NEPI Rockcastle continues to grow, it has become increasingly important to heighten the Group’s visibility in the European real
estate market and position it to attract new investors. With this in mind, the Board considers it appropriate for the Company to be
incorporated in an established EU member state.

Malta has an EU-compliant legislative and regulatory framework and has relatively low establishment and operating costs.
Redomiciling in Malta would also establish a more efficient corporate structure closer to the Company’s CEE properties, and to its
European and South African stakeholders. The potential redomicile of the Company to Malta is not anticipated to impact trading in
NEPI Rockcastle shares, which would at all times remain available to be traded on the JSE, Euronext Amsterdam and A2X.

Updates will follow when available.

CHANGES TO THE BOARD OF DIRECTORS

As announced on 18 May 2021, Mr Robert Emslie (Independent non-Executive Chairman), has informed the Board of Directors of his
intention to retire from the Board with effect from Wednesday, 18 August 2021, being the date of the upcoming annual general
meeting.

The Board thanks Mr Emslie for his contribution to the Company and wishes him well in his future endeavors.

OUTLOOK

Further to the publication of the earnings guidance on 25 February 2021, most of the Group’s countries of operations experienced
significant extensions of restrictions, with a negative impact on the Group’s distributable earnings per share. Considering the current
degree of uncertainty in relation to the future restrictions on the Group’s operations and distributable earnings per share, NEPI
Rockcastle withdraws its earnings guidance for 2021. Further updates will be provided when the Group will be in a position to reliably
estimate the effects of the current situation.

The Board expects to declare a dividend for the six months ending 30 June 2021 on 19 August, together with the publication of the
financial statements for that period. Based on currently available information, the Company estimates that the dividend to be declared
for the first half of 2021 will be paid in cash.


By order of the Board of Directors
Alex Morar                                Mirela Covasa
Chief Executive Officer (CEO)             Chief Financial Officer (CFO)

20 May 2021

For further information please contact:

NEPI Rockcastle plc
Alex Morar / Mirela Covasa                       +44 1624 654 704

JSE sponsor
Java Capital                                     +27 11 722 3050

Euronext Listing Agent
ING Bank                                         +31 20 563 6685

Media Relations                                  mediarelations@nepirockcastle.com

Date: 20-05-2021 10:30:00
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