NSI N : Agenda AGM 17 April 2019

GENERAL MEETING OF SHAREHOLDERS OF NSI N.V.

Website: www.nsi.nl

to be held on Wednesday, 17 April 2019 at 2.00 pm at Motion Building, Radarweg 60, 1043 NT Amsterdam

AGENDA

1.Chairman opens the meeting

2.Report of the Management Board on the 2018 financial year

3.Report of the Supervisory Board on the 2018 financial year

3a. Application of the remuneration policy for the 2018 financial year

4.Adoption of the financial statements for the 2018 financial year

5.Dividend policy of NSI

6.Declaration of the final dividend for 2018

7.Discharge of the members of the Management Board for the policy pursued in the 2018 financial year

8.Discharge of the members of the Supervisory Board for the supervision exercised during the 2018 financial year

9.Revision of the remuneration policy for the Management Board

10.Authorisations

10a. Proposal to authorise the Management Board to issue ordinary shares (subject to the approval of the Supervisory Board)

10b. Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares (subject to the approval of the Supervisory Board)

10c. Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital (subject to the approval of the Supervisory Board)

11.Outlook for 2019

12.Any other business

13.Closing

The language in which the General Meeting of Shareholders will be conducted is Dutch.

The agenda items above are explained in further detail in the shareholders' circular.

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SHAREHOLDERS' CIRCULAR

Notes to the agenda of the General Meeting of Shareholders of NSI N.V. on Wednesday, 17 April 2019

Voting procedure

Voting will take place by means of a show of hands. In order to guarantee the privacy of shareholders, on arrival at the venue and in exchange for their certificate of deposit each shareholder will be handed an envelope containing a card with a number. When voting, you will be asked to cite the number on this card. There is no need to state personal details such as your name or the number of shares you own because the company can trace your shareholding and other details using the

number assigned to you. We believe this procedure safeguards your privacy.

2.Report of the Management Board on the 2018 financial year

The Management Board will give a presentation on the developments in 2018, which are also described in the 2018 annual report.

3Report of the Supervisory Board on the 2018 financial year

The Supervisory Board will report on the main aspects of

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its supervisory activities during 2018, as also described in the 2018 annual report.

3a. Application of the remuneration policy for the 2018 financial year

In accordance with Dutch legislation, the application of the remuneration policy for the 2018 financial year will be discussed in the General Meeting of Shareholders. Reference is made to the remuneration report that is published on the company's website and the information in the 2018 financial statements on pages 102-103 of the 2018 annual report.

4.Adoption of the financial statements for the 2018 financial year

The General Meeting of Shareholders will be invited to adopt the financial statements of NSI N.V. for the 2018 financial year. Prior to the motion being put to the vote, the shareholders will be given the opportunity to put questions to the Management Board and Supervisory Board regarding the annual report, the financial statements and agenda items 2 and 3, and to the external auditor concerning its opinion on the financial statements and its audit operations.

5. Dividend policy of NSI

In accordance with best practice provision 4.1.3 iii of the Dutch Corporate Governance Code the policy of the company with regard to additions to the reserves and on dividends shall be dealt with and explained as a separate item on the agenda at the General Meeting. The current dividend policy - as adopted by the General meeting of shareholders of 2014 - is to pay out in cash at least 75% of the direct result (and as of 2017 of the comparable EPRA EPS).

For practical reasons the dividend is distributed twice a year: an interim dividend after the publication of the half year interim results and a final dividend after approval of the dividend by the General Meeting.

NSI will offer shareholders the option of receiving the final dividend in cash, in stock or a combination of both, subject to the General Meeting agreeing to this by adopting the proposed final dividend for 2018.

This voluntary choice allows shareholders to decide what best fits their needs whilst offering NSI the opportunity of keeping liquidity within the company. This liquidity can subsequently be used for investment purposes, cash management or to pay off loans.

6. Declaration of the final dividend for 2018

In line with the current dividend policy (a pay out in cash of at least 75% of the EPRA EPS, see also agenda item 5 above) NSI is proposing a final dividend of €1.12 per share. This brings the total dividend for 2018 to €2.16 per share, of which €1.04 has already been distributed as interim dividend.

The distribution will be payable either wholly in cash or in

new ordinary shares out of the share premium reserve, at the option of the shareholder.

Dividend in cash will be subject to deduction of 15% Dutch dividend withholding tax. The stock dividend is paid out of the tax-exempt share premium reserve and is thus free from withholding tax in the Netherlands. Where shareholders have opted to receive their dividend in shares, the corresponding cash value of €1.12 per share will be deducted from the profit attributable to shareholders and added to the reserves.

The maximum percentage of the total dividend amount that is available for stock dividend will be determined in accordance with the requirements of the FBI-regime. If shareholders overall opt to receive an aggregate distribution in shares which exceeds this maximum percentage, those who have opted for distribution in the form of shares will be assigned the stock dividend on a pro rata basis, with the remainder being distributed in cash subject to deduction of the aforementioned 15% Dutch dividend withholding tax.

The exchange ratio for the stock dividend will be published on 16 April, 2019.

The shares will be listed ex dividend on 23 April 2019. The dividend record date will be 24 April 2019.

The period for choosing between a stock dividend and a cash dividend will commence on 25 April and end on 9 May 2019 (3.00 p.m. CET).

Subject to adoption the proposed final dividend will be paid on 14 May 2019.

The proposed final dividend amounts to €20.803.000. The final dividend is charged to the profit reserves.

7.Discharge of the members of the Management Board for the policy pursued in the 2018 financial year

The General Meeting of Shareholders is invited to discharge the Management Board from liability for the policy pursued during the 2018 financial year, insofar as the policy is apparent from the financial statements or from information otherwise provided to the General Meeting of Shareholders prior to the adoption of the financial statements.

8.Discharge of the members of the Supervisory Board for the supervision exercised during the 2018 financial year

The General Meeting of Shareholders is invited to discharge the members of the Supervisory Board from liability for the supervision they exercised over the policy pursued by the Management Board during the 2018 financial year, insofar as this supervision is apparent from the financial statements or from information otherwise provided to the General Meeting of Shareholders prior to the adoption of the financial statements.

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9.Revision of the remuneration policy for the Management Board

The current remuneration policy for members of NSI N.V.'s Management Board was adopted by the General Meeting of Shareholders of 27 April 2012. With the exception of an adjustment in the CEO's remuneration at the General Meeting of Shareholders of 25 August 2016 and the CIO's remuneration at the General Meeting of Shareholders of 20 April 2018 the remuneration policy has not been changed. The remuneration structure has not been revised since 2012.

As announced in the General Meeting of Shareholders of 20 April 2018 the Supervisory Board has revised the remuneration policy and formulated a new remuneration policy in accordance with the provisions of Chapter 3 of the Dutch Corporate Governance Code to bring the remuneration policy more in line with the practice at other listed companies, to synchronize the duration of the long term incentive plans, to create more alignment between the members of the Management Board and to introduce a short term incentive component. The complete text of the new policy can be found at the bottom of this shareholders' circular.

If approved by the General Meeting, the revised remuneration policy would apply as from 1 January 2019.

In the General Meeting of Shareholders the chairman of the Remuneration Committee will explain the new policy and the transition measures the Supervisory Board will take to ensure its application effective 1 January 2019.

10.Authorisations

The Extraordinary General Meeting of Shareholders of 11 December 2014 discussed the policy with regard to the agenda items set out below. In accordance with that policy and with best practice provision 4.1.4 of the Dutch Corporate Governance Code the items below are placed on the agenda and explained in the circular every year. The scope of each of the authorisations as requested under this agenda item 10 is consistent with the practice at the majority of Dutch listed companies.

10a. Proposal to authorise the Management Board to issue ordinary shares (subject to the approval of the Supervisory Board)

The Management Board and Supervisory Board propose that the Management Board be designated as the body authorised to issue ordinary shares, including the granting of rights to acquire ordinary shares (after having obtained approval from the Supervisory Board).

This authorisation is limited to a maximum of 10% of the outstanding number of shares on the date of issue, to be increased by at most 10% of the number of outstanding shares in connection with stock dividend, a merger or a takeover, but also in connection with the acquisition of property assets or property portfolios, and/or refinancing. This authorisation is limited to a period of 18 months, which period can be extended at a meeting of

shareholders at the request of the Management Board and Supervisory Board.

10b. Proposal to authorise the Management Board to limit or exclude pre-emptive rights upon the issuance of ordinary shares (subject to the approval of the Supervisory Board)

The Management Board and Supervisory Board propose that the Management Board be designated as the body authorised to limit or exclude the pre-emptive rights that take effect upon the issue of ordinary shares or granting of rights to acquire ordinary shares (after having obtained approval for this from the Supervisory Board).

This authorisation is limited to a maximum of 10% of the outstanding number of shares on the date of issue, to be increased by at most 10% of the number of outstanding shares in connection with stock dividend, a merger or a takeover, but also in connection with the acquisition of property assets or property portfolios, and/or refinancing.

This authorisation is limited to a period of 18 months, which period can be extended at a meeting of shareholders at the request of the Management Board and Supervisory Board.

10c. Proposal to authorise the Management Board to buy back ordinary shares in the company's own capital (subject to the approval of the Supervisory Board)

The Management Board and Supervisory Board propose that the Management Board be designated as the body authorised to buy back the company's own shares on the stock market or otherwise, up to a maximum of 10% of the outstanding number of shares, on condition that the company may not hold more than 10% of the issued capital (after having obtained approval for this from the Supervisory Board). Ordinary shares can be acquired for a price that lies between the nominal value of a share and 10% above the average closing price of the share calculated over five trading days prior to the day of purchase.

This authorisation is limited to a period of 18 months, which period can be extended at a meeting of shareholders at the request of the Management Board and Supervisory Board.

11.Outlook for 2019

The Management Board will give a presentation on the outlook for the year 2019.

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HOW TO REGISTER FOR THE MEETING		AANMELDEN VOOR DE VERGADERING

The full agenda for the General Meeting, with supplementary notes and a copy of the 2018 annual report and financial statements are available at the company's offices and via www.nsi.nl. Copies of these are also available free of charge via ABN AMRO Bank N.V. ("ABN AMRO"), by phoning:

[phone] or by sending an email to:[e-mail].

Registration of meeting rights

Persons who (1) are registered in one of the registers or sub registers mentioned below as of 20 March 2019 (the "Registration date") after the processing of all new registrations and cancelled registrations as of this date and (2) have signed up in the manner described below can participate in the meeting.

For shareholders, the administrations of the intermediaries as defined in the Securities (Bank Giro Transactions) Act (the "Intermediaries"), which show who is entitled to the particular shares as of the Registration date, are designated as registers or sub registers.

Registration and sign-up

Shareholders or their authorised representatives who wish to participate in this meeting can sign up in writing from 21 March 2019 until no later than 5.30 pm CET on 10 April 2019 with the Intermediary whose administration holds their shares or via www.abnamro.com/evoting.

No later than at 11 am CET on 11 April 2019, the Intermediaries must provide ABN AMRO with an electronic statement via www.abnamro.com/intermediary stating the number of shares held by the particular holder on the Registration date and being reported for registration. ABN AMRO will send these holders an admission ticket via the Intermediary.

Voting by proxy

Shareholders who cannot attend the meeting can also grant the company a voting instruction, without prejudice to the provisions concerning sign-up stated above. A voting instruction can be granted electronically via www.abnamro.com/evoting until 10 April 2019 at the latest. If a shareholder does not have an opportunity to grant a voting instruction electronically, a voting instruction can also be granted in writing. For this, the form available from the company free of charge must be completed and returned to the company no later than 10 April 2019.

Number of issued shares and number of voting rights As of 6 March 2019, the number of issued shares in the company is 18,574,298.

De volledige agenda met toelichting en een exemplaar van het jaarverslag en de jaarrekening 2018 zijn beschikbaar ten kantore van de vennootschap en via de website www.nsi.nl. Tevens zijn afschriften daarvan kosteloos verkrijgbaar via ABN AMRO Bank N.V. ("ABN AMRO") per telefoon:

020 344 2000 of email: [e-mail].

Registratie vergadergerechtigden

Aan de vergadering kunnen deelnemen zij die (1) op 20 maart 2019 na verwerking van alle bij- en afschrijvingen per die datum (de "Registratiedatum") zijn ingeschreven in één van de hierna te noemen (deel)registers en (2) zich hebben aangemeld op de wijze zoals hieronder beschreven.

Voor aandeelhouders zijn als (deel)registers aangewezen de administraties van de intermediairs zoals gedefinieerd in de Wet giraal effectenverkeer (de "Intermediair"), waaruit blijkt wie op de Registratiedatum gerechtigd zijn tot deze aandelen.

Registratie en aanmelding

Aandeelhouders of hun gevolmachtigden die aan deze vergadering wensen deel te nemen kunnen zich vanaf 21 maart 2019 tot en met uiterlijk 10 april 2019 om 17.30 uur schriftelijk aanmelden bij de Intermediair waar hun aandelen in administratie zijn of via www.abnamro.com/evoting.

De Intermediairs dienen uiterlijk op 11 april 2019 om

11.00uur via www.abnamro.com/intermediary aan ABN AMRO een elektronische verklaring te verstrekken waarin is opgenomen het aantal aandelen dat door de betreffende houder op de Registratiedatum gehouden en ter registratie aangemeld wordt. ABN AMRO zal aan deze houders via de Intermediair een toegangsbewijs zenden.

Stemmen bij volmacht

Aandeelhouders die de vergadering niet kunnen bijwonen, kunnen eveneens, onverminderd het hiervoor bepaalde omtrent aanmelding, een steminstructie verlenen aan de vennootschap. Een steminstructie kan tot uiterlijk 10 april 2019 elektronisch worden verleend via www.abnamro.com/evoting. Indien een aandeelhouder niet in de gelegenheid is elektronisch een steminstructie te verlenen, kan een steminstructie ook schriftelijk worden verleend. Hiertoe dient gebruik gemaakt te worden van het formulier dat kosteloos bij de vennootschap verkrijgbaar is en aldaar uiterlijk 10 april 2019 ingevuld geretourneerd dient te zijn.

Aantal geplaatste aandelen en aantal stemrechten Per 6 maart 2019 bedraagt het aantal geplaatste aandelen in de onderneming 18.574.298

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Remuneration Policy for the Management Board of NSI N.V.

(2019 version)

Introduction

The remuneration policy as outlined in this document was adopted by the Annual General Meeting of Shareholders on 17 April 2019. Any significant changes to the remuneration policy thereafter require approval of the AGM. This policy applies from January 1, 2019 onwards.

This Remuneration Policy for members of the Management Board of NSI intends to further align remuneration at NSI with developments in legislation, governance, the market place and the interests of both NSI and its shareholders. The policy aims at supporting long-term value creation for shareholders while creating fair pay for the Management Board. The remuneration policy enables NSI to attract, reward and retain qualified and seasoned real estate industry professionals, who are able to achieve the company objectives. Simplicity, transparency and compliancy are guiding principles of the policy.

The Management Board members' views regarding the structure and level of their own remuneration have been taken into account in determining this remuneration policy.

Since full compliancy to the Dutch Corporate Governance Code is one of NSI's guiding principles, the remuneration policy will be adjusted accordingly, in case of any relevant changes to the Code.

This document describes the elements of the NSI remuneration policy:

▪Total Direct Compensation

-Reference group and market positioning

-Internal pay levels NSI

-Level of Total Direct Compensation at target

▪Compensation structure

-Base salary

-Short-termincentive

-Long-termincentive

-Variable pay conditions

▪Scenario analyses

▪Claw Back

▪Ultimum Remedium

▪Conditions at termination

-Additional pay programs

▪Shareholding requirement

▪Other benefits

▪Contractual arrangements

At the end of this document, a summary of the remuneration policy is provided in an overview.

Total Direct Compensation (TDC)

The level of Total Direct Compensation (TDC) for members of the Management Board of NSI is determined based on both the remuneration levels of comparable listed companies in the Dutch market place and the (internal) pay levels within the company.

Reference group and market positioning

The relevant remuneration levels in the Dutch market place are determined by referencing to comparable companies. These reference companies are selected based on their market capitalization and, to the extent available, comparable business operations. The reference market for NSI is therefore defined as AScX listed companies, excluding Financial Services organizations, and including Wereldhave (AMX listed Real Estate company). This results in a reference group of nineteen companies in total.