ANÁLISIS DE LA INFORMACIÓN RECOLECTADA

The following definitions are used in this Prospectus:

"2010 PD Amending Directive" means Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010, including all relevant implementing measures.

"ABN AMRO" means ABN AMRO Bank N.V.

"AFM" means the Netherlands Authority for the Financial

Markets (Stichting Autoriteit Financiële Markten).

"AIFMD" means Directive 2011/61/EU of the European

Parliament and of the Council of 8 June 2011, also known as the Alternative Investment Fund Managers Directive.

"Annual Rent" means annualised contractual rent (i.e. not including turnover based rent and other income) with current market rent being added in case of unlet space/vacancy. "Articles of Association" means the articles of association of NSI.

"Audit Committee" means the audit committee established by the Supervisory Board.

"CEST" means Central European Summer Time.

"Company" means NSI N.V. (also NSI).

"Corporate Governance Code" means the Dutch Corporate Governance Code (Nederlandse Corporate Governance Code) of 9 December 2003, as amended.

"CPB" means the Netherlands Bureau for Economic Policy

Analysis (Centraal Planbureau).

"CRA Regulation" means Regulation (EU) 1060/2009 of the European Parliament and of the Council of the European Union of 16 September 2009, as amended.

"DCC" means the Dutch Civil Code (Burgerlijk Wetboek). "DCITA" means the Dutch 1969 Corporate Income Tax Act (Wet

op de vennootschapsbelasting 1969).

"DNB" means the Dutch Central Bank (De Nederlandsche

Bank N.V.).

"Dutch Corporate Entities" means entities that are resident or deemed to be resident of the Netherlands for the purposes of the DCITA. "Dutch Individuals" means individuals who are resident or deemed to be

resident of the Netherlands for purposes of Dutch income tax and/or individuals who opt to be treated as resident of the Netherlands for purposes of Dutch income tax.

"Dutch Transparency Act" means the Dutch Act implementing the remainder of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004, relating to transparency requirements, that came into force on

1 January 2009.

"Enterprise Chamber" means the Dutch enterprise chamber of the court of appeal in Amsterdam (Ondernemingskamer van het Gerechtshof te Amsterdam).

"EPRA" means the European Public Real Estate Association.

"EU" means the European Union.

"Euroclear Nederland" means Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.

"Euronext Amsterdam" means NYSE Euronext in Amsterdam.

"Eurozone" means the Economic and Monetary Union, pursuant to the Treaty establishing the European Economic Community, as amended by the Treaty on the European Union.

"FII" means a fiscal investment institution (fiscale

beleggingsinstelling) under Dutch corporation tax law. "Fiscal Unity" means a tax consolidation (fiscale eenheid) for Dutch

corporation tax purposes. "Foundation" means Stichting Prioriteit NSI.

"FMSA" means the Dutch Financial Markets Supervision Act

(Wet op het financieel toezicht).

"FSMA" means the Financial Services and Markets Act 2000 of the United Kingdom, as amended.

"Fte" means full-time equivalent.

"GDP" means gross domestic product.

"General Meeting" means the general meeting of Shareholders. "Group" means NSI together with its group companies.

"HNK Formula" means the "New Office" (Het Nieuwe Kantoor) formula. "IFRS" means the International Financial Reporting Standards

as adopted by the European Union.

"ING" ING Bank N.V.

"Investment Advisory Board" means the investment advisory board (beleggingsraad) of NSI.

"InvestmentCompanyAct" means the US Investment Company Act of 1940, as amended.

"IO" means Intervest Offices & Warehouses nv

"ISIN" means International Securities Identification Number.

"Issue Price" means €4.00.

on Euronext Amsterdam.

"LTSP" means the long-term-share-plan as described in the Remuneration Policy.

"Management Board" means the management board (raad van bestuur) of NSI.

"Management Board Rules" means the management board rules (directiereglement) adopted by the Management Board, approved by the Supervisory Board on 1 October 2012.

"Member State" means each member state of the European Economic Area.

"Merger" means the triangular demerger (zuivere

driehoekssplitsing) between NSI, NSI German Holding B.V., NSI Beheer B.V. and VastNed O/I (as disappearing entity) through which the combination of the business of NSI with that of VastNed O/I was effected in October 2011.

"New Ordinary Shares" means the newly issued Ordinary Shares in connection with the Issue.

"NSI" means NSI N.V.

"Ordinary Shares" means the ordinary shares in the capital of NSI with a

nominal value of €0.46 each.

"Placement" means the Pre-Placements and the Private Placements together.

"Portfolio" means the Group's real estate portfolio.

"Pre-Placements" means the pre-commitment by a group of investors to participate in the placement thereby subscribing for New Ordinary Shares in an aggregate amount of approximately €220,000,000.

"Priority Shares" means the 5,000 priority shares with a nominal value of

€0.46 each that NSI had placed with the Foundation

until 20 June 2012.

"Private Placement Agreements" means all of the subscription and placement agreements between NSI and each of the respective qualified investors participating in the Private Placements, pursuant to which each such investor has agreed to subscribe and pay for the New Ordinary Shares allocated to it.

"Private Placements" means the private placements through which certain investors have subscribed to the New Ordinary Shares, other than those subscribed for in the Pre-Placements, in an aggregate amount of approximately €80,000,000. "Prospectus" means this prospectus dated 19 November 2013.

"Prospectus Directive" means Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (and amendments thereto, including the 2010 PD Amending Directive to the extent implemented in the relevant

member state of the European Economic Area), including all relevant implementing measures.

"Prospectus Regulation" means Commission Regulation (EC) No 809/2004 of 29 April 2004 (and amendments thereto).

"Rabobank" Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., acting through its GFM – Equity Capital Markets department.

"Regulation S" means Regulation S under the Securities Act.

"Remuneration Committee" means the remuneration committee established by the Supervisory Board.

"Remuneration Policy" means the policy on remuneration of the Management Board that was adopted by the General Meeting on 27 April 2012.

"Section" means a section in this Prospectus.

"Securities Act" means the United States Securities Act of 1933, as amended.

"Settlement Date" means the settlement date of the Placement through the issuance of the New Ordinary Shares against payment of the aggregate Issue Price, expected within 3 business days of the publication of this Prospectus.

"Shareholders" means the holders of Ordinary Shares.

"Supervisory Board" means the supervisory board (raad van commissarissen) of NSI.

"Supervisory Board Rules" means the supervisory board rules (reglement raad van commissarissen) adopted by the Supervisory Board on 1 October 2012.

"Takeover Directive" means Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004.

"United States" or "US" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

"Valuation Reports" means the valuation reports included in this Prospectus. "VastNed O/I" means VastNed Offices/Industrial N.V.