NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL OR ACQUIRE SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (AS FURTHER AMENDED, VARIED OR SUBSTITUTED FROM TIME TO TIME AS A MATTER OF UK LAW). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN NEWRIVER REIT PLC

Growthpoint Properties Limited (the "Selling Shareholder") announces its intention to sell a minimum of approximately 47.7 million ordinary shares (the "Placing Shares") in the capital of NewRiver REIT plc ("NewRiver") at a price of 75 pence per Placing Share (the "Placing"). The Selling Shareholder currently owns 67.4m ordinary shares in NewRiver representing approximately 14.2% of NewRiver's issued share capital (excluding shares held in the Employee Benefit Trust).

In connection with the Placing, NewRiver has indicated its intention to repurchase up to approximately 47.7m of the Placing Shares, in accordance with its existing authorities granted at NewRiver's Annual General Meeting held on 31 July 2025.

The Placing Shares are also being offered to institutional investors by way of an accelerated bookbuild, which will be launched immediately following this announcement. The Placing Shares will rank pari passu in all respects with NewRiver's ordinary shares.

Panmure Liberum Limited ("Panmure Liberum") are acting as Sole Bookrunner for the Selling Shareholder in connection with the Placing.

The final number of Placing Shares to be placed will be agreed by the Sole Bookrunner and the Selling Shareholder at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process are at the absolute discretion of the Sole Bookrunner.

NewRiver will not receive any proceeds from the Placing.

Enquiries:

IMPORTANT NOTICE

Members of the public are not eligible to take part in the Placing. This announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(e) of regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified Investors") and (b) in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "Investment Professionals" in Article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the order and (ii) are "Qualified Investors" as defined in prospectus regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (each a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. The announcement does not itself constitute an offer for sale of any securities.

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, Japan, South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold, or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the Placing Shares will be offered and sold only (i) outside of the United States in "offshore transactions" to persons who are not "U.S. persons" within the meaning of and pursuant to Regulation S under the Securities Act; and (ii) within the United States only to persons who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and who are also "qualified purchasers" (as defined in Section 2(a)(51)(A) of the US Investment Company Act of 1940, as amended) who have delivered to Panmure Liberum a US Investor Letter substantially in the form provided to it pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the Placing Shares will be made in the United States or elsewhere.

The Placing has not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing, or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The Company may be a "passive foreign investment company" for U.S. federal income tax purposes (a "PFIC") for the current taxable year and future taxable years, which could result in adverse U.S. federal income tax consequences for a "United States person" (as defined for U.S. federal income tax purposes) that owns, or will own, Ordinary Shares.  A non-U.S. corporation, such as the Company, is considered to be a PFIC for any taxable year if either (i) at least 75 per cent. of its gross income for such year is passive income or (ii) at least 50 per cent. of the value of its average quarterly assets, generally determined based on the fair market value of its assets, during such year is attributable to assets that produce or are held for the production of passive income.  For purposes of these tests, passive income generally includes rents and royalties other than rents and royalties that are received from unrelated parties and are derived in the active conduct of a trade or business, dividends, interest, and gains from the sale or exchange of investment property.  If a non-U.S. corporation owns at least 25 per cent. by value of the stock of another corporation, the non-U.S. corporation is treated for purposes of these tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation's income.  The Company has not undertaken any determination as to whether it has been a PFIC, currently is a PFIC or may become a PFIC in the future, and the Company currently does not intend to operate in a manner that avoids, or will avoid, its being a PFIC currently or in the future.  If the Company were a PFIC for any taxable year during which a United States person owns Ordinary Shares, various adverse U.S. federal income tax consequences could apply to such United States person, including increased U.S. federal income tax liabilities and reporting obligations.  Certain elections may be available to a United States person that may mitigate the adverse U.S. federal income tax consequences of the Company's being a PFIC, however, the Company may not provide information necessary for U.S. holders to make a qualified electing fund election and, as such, such election may not be available. United States persons should consult their own tax advisors about application of the PFIC rules to an investment in the Ordinary Shares.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to NewRiver's shares. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

In connection with the Placing, Panmure Liberum or any of their affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own accounts such Placing Shares and other securities of NewRiver or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Sole Bookrunner and any of their respective affiliates acting as investors for their own accounts. The Sole Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in NewRiver or its shares.

Panmure Liberum is authorised and regulated by the Financial Conduct Authority. Panmure Liberum is acting for the Selling Shareholder only in connection with the Placing and no one else, and will not be responsible to anyone other than the Selling Shareholder for providing the protections offered to clients of Panmure Liberum nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.