VEREIT : Realty Income and VEREIT Strategic Merger

Realty Income to Combine With VEREIT

Further Distancing Itself as the Preeminent Net Lease REIT

April 29, 2021

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Forward-Looking Statements

This communication may include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Realty Income Corporation ("Realty Income") and VEREIT, Inc. ("VEREIT") operate and beliefs of and assumptions made by Realty Income management and VEREIT management, involve uncertainties that could significantly affect the financial or operating results of Realty Income, VEREIT, the combined company or any company spun-off by the combined company. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will," and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transactions involving Realty Income and VEREIT, including future financial and operating results, plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future - including statements relating to creating value for stockholders, benefits of the proposed transactions to clients, employees, stockholders and other constituents of the combined company, integrating our companies, cost savings and the expected timetable for completing the proposed transactions - are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with the ability to consummate the proposed merger and the timing of the closing of the proposed merger; the ability to secure favorable interest rates on any borrowings incurred in connection with the proposed transactions; the impact of indebtedness incurred in connection with the proposed transactions; the ability to successfully integrate our operations and employees; the ability to realize anticipated benefits and synergies of the proposed transactions as rapidly or to the extent anticipated by financial analysts or investors; the potential liability for a failure to meet regulatory or tax-related requirements, including the maintenance of REIT status; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; potential changes to tax legislation; changes in demand for developed properties; adverse changes in the financial condition of joint venture partner(s) or major tenants; risks associated with the acquisition, development, expansion, leasing and management of properties; risks associated with the ability to consummate the proposed spin-off of a company holding the office property assets of Realty Income and VEREIT ("SpinCo") and the terms thereof, and the timing of the closing of the proposed spin-off; the risks associated with the ability to list the common stock of SpinCo on a national stock exchange following the proposed spin-off; risks associated with the ability to consummate any sales of the office property assets of Realty Income and VEREIT and the impact of such sales on SpinCo or the combined company; risks associated with the ability to consummate the spin-off on terms contemplated by Realty Income and VEREIT; the failure to obtain debt financing to capitalize SpinCo, risks associated with the geographic concentration of Realty Income, VEREIT or SpinCo; risks associated with the industry concentration of tenants; the potential impact of announcement of the proposed transactions or consummation of the proposed transactions on relationships, including with clients, employees, customers and competitors; the unfavorable outcome of any legal proceedings that have been or may be instituted against Realty Income, VEREIT or any company spun-off by the combined company; significant costs related to uninsured losses, condemnation, or environmental issues; the ability to retain key personnel; the amount of the costs, fees, expenses and charges related to the proposed transactions and the actual terms of the financings that may be obtained in connection with the proposed transactions; changes in local, national and international financial market, insurance rates and interest rates; general adverse economic and local real estate conditions; the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; foreign currency exchange rates; increases in operating costs and real estate taxes; changes in the dividend policy for Realty Income's or VEREIT's common stock or preferred stock or Realty Income's or VEREIT's ability to pay dividends; impairment charges; unanticipated changes in Realty Income's or VEREIT's intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity; pandemics or other health crises, such as coronavirus (COVID-19); and those additional risks and factors discussed in reports filed with the U.S. Securities and Exchange Commission ("SEC") by Realty Income and VEREIT. Moreover, other risks and uncertainties of which Realty Income or VEREIT are not currently aware may also affect each of the companies' forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by Realty Income or VEREIT on their respective websites or otherwise. Neither Realty Income nor VEREIT undertakes any obligation to update or supplement any forward- looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

No Offer or Solicitation

This communication and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

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Transaction Overview

Transaction Details

Management and Board

Anticipated Synergies and Earnings Impact

Expected Close

• All-stockacquisition by Realty Income Corporation ("Realty Income") of VEREIT, Inc. ("VEREIT"), (the "Merger")
• VEREIT's shareholders to receive 0.705 of a share of Realty Income for each VEREIT common share
• Pro forma ownership of ~70% for Realty Income's shareholders and ~30% for VEREIT's shareholders
• Concurrent spin-off of substantially all office assets of both companies into a new, self-managed, publicly traded REIT ("SpinCo")
• Sumit Roy will remain President and Chief Executive Officer of Realty Income
• Michael D. McKee will remain Realty Income's Non-Executive Chairman of the Board of Directors
• Two VEREIT board members to join Realty Income's Board of Directors
• Anticipate $45-$55 million of annual G&A synergies1
• Relative to the $3.465 midpoint of Realty Income's 2021 AFFO per share guidance, the transaction is expected to be over 10% accretive to shareholders on an annualized, leverage-neutral basis
• Expected to close Q4 2021 for both Merger and spin-off, subject to customary closing conditions, including shareholder approval from both Realty Income and VEREIT and the continued planning and preparation for the spin-off

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1. Cash synergies expected to be $35-40mm

Fortress Balance Sheet -

Track Record of Dividend Growth And Total Returns -

Amplifies Cost of Capital Advantages -

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A Powerful Combination

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Immediately AFFO Accretive - 10%+ accretive relative to the midpoint of Realty Income's 2021 AFFO per share guidance

Scale Driving Growth - Accelerates growth and client diversification, provides further runway for core clients to grow, and adds complementary investment pipeline and capabilities to the platform

Benefit to existing VEREIT portfolio and catalyst for accretive, high-quality acquisition growth; attractive opportunities to refinance existing VEREIT debt with a ~4.0% weighted average cost and $373 million of outstanding preferred equity at a rate of 6.7%, which is freely prepayable at par

Continued membership in the S&P 500 Dividend Aristocrats® Index; immediate increase in dividend

per share to VEREIT's shareholders upon close; Realty Income has delivered total return performance ahead of the S&P 500 and MSCI U.S. REIT Index ("RMZ"), with lower volatility, since its listing

Net lease industry leading credit ratings of A3 / A-; target leverage maintained at 5.5x debt/EBITDA. Other pro forma credit ratios consistent with current Realty Income profile

Unquestioned Leader in the Net Lease Industry - Realty Income will be the 6th largest REIT in the RMZ1 and ranked in the top half of the S&P 500 with a best-in-class portfolio

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1. Based on equity market capitalization

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Significant Accretion for Shareholders

Multiple AFFO levers to drive 10%+ AFFO per share accretion to shareholders on a leverage neutral basis

Enhanced

Investment Platform

Operating Cost Savings

Debt Refinancing Opportunities

 Incremental opportunity to refinance

~$6 billion of VEREIT debt with a ~4.0%

weighted average cost and weighted

Realty Income

Cost of Capital Advantage

• Industry leading cost of equity and debt capital
• Currently rated A3/A- vs. VEREIT's Baa2/BBB
• Incremental debt issuance opportunities in lower yielding currencies

• Estimated run rate cost synergies of ~$45 - $55mm1

• Increased size, scale and diversification unlocks additional flexibility for growth in core verticals

10%+ AFFO per

share accretion to

Realty Income's

shareholders2

average term to maturity of ~6 years

 Additional $373 million of outstanding

preferred equity with a rate of 6.7%,

which is freely prepayable at par

 Near-term opportunity: ~$2.7bn of

preferred equity and maturing debt

through 2025 at a weighted average cost

of 5.1%

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1. Cash synergies expected to be $35-40mm. An estimated 75% of savings are expected to be achieved in the first 12 months post-closing.
2. Annualized, leverage-neutral accretion relative to midpoint of Realty Income 2021 guidance ($3.465)