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Merger Information



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ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. YOU ARE REQUIRED TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN ANY RESTRICTED JURISDICTION) BEFORE YOU ARE ABLE TO ACCESS THE DOCUMENTS AND INFORMATION IN THIS AREA OF THE WEBSITE. THE DOCUMENTS AND INFORMATION IN THIS AREA OF THE WEBSITE ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH NEW EUROPE PROPERTY INVESTMENTS PLC REGARDS AS UNDULY ONEROUS.

You are attempting to enter an area of this website that is designated for the publication of documents and information in connection with the proposed merger of New Europe Property Investment plc ("NEPI") and Rockcastle Global Real Estate Co Ltd ("Rockcastle") in a newly-established entity, NEPI Rockcastle plc ("NEPI Rockcastle") (the “Transaction”). The documents and information contained in this area of the website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the documents and information contained in this area of the website do not constitute an offer to sell or issue, or the solicitation of an offer to purchase or to subscribe for shares or other securities or a solicitation of any vote or approval in any jurisdiction in which such offer or solicitation would be unlawful.

The securities to be issued in connection with the Transaction have not been, and are not required to be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or any United States state securities laws. Such securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the US Securities Act. There is no intention to register such securities under the US Securities Act. Such securities have not been approved or disapproved by the Securities Exchange Commission (“SEC”) or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Transaction or the accuracy or adequacy of any document or information in this area of the website. Any representation to the contrary is a criminal offence in the United States.

The full terms and conditions of the Transaction are set out in the circular to NEPI shareholders dated 9 June 2017, and prospectus of NEPI Rockcastle plc, dated 9 June 2017 (the “Transaction Documents”). In deciding whether or not to participate in the Transaction, shareholders of NEPI should rely only on the information contained and procedures described in the Transaction Documents.

Access to this Area of the Website

If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. NEPI reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of NEPI.

Overseas Persons

As a consequence of legal restrictions, the release, publication or distribution of information contained in this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.

In particular, any offer made pursuant to the Transaction is not, unless decided otherwise by NEPI, being made in or into, and is not capable of acceptance in or from, the United States, Canada, Australia or Japan. Accordingly, viewing this area of the website is not permitted if you are resident in the United States, Canada, Australia or Japan.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website.

YOU SHOULD NOT FORWARD, TRANSMIT, SHARE OR SHOW THE DOCUMENTS OR INFORMATION CONTAINED IN THIS AREA OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT FORWARD, TRANSMIT, SHARE OR SHOW SUCH DOCUMENTS OR INFORMATION TO ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Forward-Looking Statements

This area of the website includes forward-looking statements. Forward-looking statements are statements including, but not limited to, any statements regarding the future financial position of NEPI, the NEPI Rockcastle group and their respective future prospects. These forward-looking statements have been based on current expectations and projections about future results which, although the directors of each entity believe them to be reasonable, are not a guarantee of future performance.

Each forward-looking statement speaks only as of the date of publication of materials on this area of the website. None of NEPI, Rockcastle or NEPI Rockcastle or their respective groups undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except to the extent legally required.

Responsibility

In relation to any document or information contained in this area of the website, the only responsibility accepted by the directors of NEPI (the "Responsible Persons") is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, NEPI or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this area of the website by a third party.

The documents included in this area of the website speak only at the specified date of the relevant document and neither NEPI nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).

If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial and/or legal advice from an appropriately authorized independent financial and/or legal adviser.

Confirmation of Understanding and Acceptance of Disclaimer

• I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.

• I agree that I will not forward, transmit, show, share, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.

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