NYSE Domestic Section 3O3A Written Affirmation lflffr NYSE" lssuer Exchange WA Year WA Typel National Retail Properties, lnc, NYSE 2019 Annual Notice of Non-compliance: Q v"r2 ONo Part I INSTRUCTIONS: Companies listed on the New York Stock Exchange (the "Exchange" or "NYSE") must comply with the applicable corporate governðnce requirements set forth in Section 3O3A of the NYSF Listed Company Manual (the "Manual") . Please provide the information for each director currently serving, or who will be serving as of the day of listing, on the Company's board of directors and on the Company's audit committee, compensation committee or nominating/corporate governance comm¡ttee. Board Members Boarcl Ternl Boarcl rcA-5 CC D¡rector Nar¡e AC¡ CC5 NCe Financi¿l LÌterôc! Cl¿ss End incieoendcntii lncl.7 lnd s Kevin B. None 2020 No Habicht n Don DeFosset None 2020 Yes n tr SEC Audit Committee M. Fick None 2020 Yes Yes Yes David ø Financial Expert Edward J. None 2020 Yes Yes Financially Literate Fritsch n Sam L. Susser None 2020 Yes Yes Pamela K. M. SEC Audit Committee None 2020 Yes Yes Beal I Financial Expert SEC Audit Committee D. Cosler None 2020 Yes Yes Yes Steven Financial Expert Julian E, None 2020 No Whìtehurst SEC Audit Committee None 2020 Yes Yes Yes Betsy D, Holden Financlal Expert Part ll INSTRUCTIoNS: Please check only one box that best describes the Company: @ f ists common equity securities on the NYSE and does not fit any of the other categories listed below Q Qualifies as a controlled company and relies on the exemption Q ts a limited partnership Q ts in bankruptcy Q ts a business development company Q ts a smaller reporting company and relies on the compensation committee exemption Q ts a smaller reporting company that is a business development company and relies on the compensation comm¡ttee exemption Part lll u5
INSTRUCTIONS: ln response to each item below, please check the box beside the single affirmation that is most applicable to the Company. Please note that, depending on the affirmation made, an item may require the Company to provide additional information or a link to the applicable document referenced therein. Please also note that specific types of entities may avail themselves of exemptions to or transition periods for, compliance with certain of the requirements. lf the Company ìs availing itself of any of these exemptions or transition periods, it should select the corresponding affirmation for the applicable item, Item l. Director lndependence: Sections 3O3A.O1 and 3O3A.O2 of the Manual @ t hereby certify that the Compðny's board of directors is comprised of a majority of independent directors as required by Section 3O3A.01 and defined in Section 3O3A of the Manual. Q for business development companies only: I hereby certify that a majority of the Company's directors are not "interested persons" as defined in Section 2(a)(19) of the lnvestment Company Act of 194O. Q for companies relying on the trans¡tion period provided for in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and is relying, on the one year transition period provided for in Section 3O3A.OO of the Manual. I further hereby certify that the Company's board of directors will be comprised of a majority of independent dìrectors as required by Section 3O3A.01 as defined in Section 3O3A of the Manual by the end of the one year transition period. Q for limited partnerships, controlled companies, and companiês that are in bankruptcy only: I hereby certify that the Company ìs exempt from this requirement. Q fne Company is unable to make one of the affirmations set forth in this ltem I and is therefore non-compliant for the following reasons: Item 2. Executive Sessions, Presiding D¡rector and lnterested Party Communication: Sect¡on 3O3A.O3 of the Manual Q I frereOy certify that the Company has, or will have (in the case of an Initial Affirmation), regularly scheduled meetings of its non- management or independent directors and has also complied with all of the other relevant requirements as required by Section 303A,03 of the Manual. Q fne Company is unable to make the aforementioned affirmation in this ltem 2 and is therefore non-compliant for the following reasons: Item 3. Nominatíng,/Corporate Governance Committee: Section 3O3A.O4 of the Manual Q t frereny certify that the Company has a nomìnâting/corporate governance committee (or a comparable committee to which such duties have been delegated) that meets the requirements of Section 3O3A.O4 of the Manual, I further hereby cedify that such committee has a written charter that meets the requirements of Section 303A.04 of the Manual. For an lnitial Affirmation, I hereby certify that the nominating/corporate governance committee charter is currently available on the Company's website at the link provided in the box below or will be available on the Company's website within the applicable timeline provided under Section 3O3A,OO of the Manual. For an Annual Affirmation, I hereby certify that the Company has disclosed in its Annual Proxy Statement that the nominating/corporate governance committee charter is available on the Company's website at the link provided in the box below. Link http://in vestors. nn n reit.com/govdocs Q for companies relying on the trans¡tion period provided for in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and is relying, on the transrtion period provided for in Section 3O3A.OO of the Manual and that the Company will be in full compliance at the end of the transition period. lf the Company has already adopted a nominating/corporate governance committee charter the charter is available on the Company's website at (insert link). Please provide a brief description for the basis for reliance on the exemption below. Q for limited partnerships, controlled companies, ând companies that are in bankruptcy only: I hereby certify that the Company is exempt from this requirement. Q fne Company is unable to make one of the affirmations set forth in this ltem 3 and is therefore non-compliant for the following reasons: 2ls
Item 4. Compensation Comm¡ttee: Sectíon 3O3A.O5 of the Manual Q t hereby certify that the Company has a compensation committee (or a comparable committee to which such duties have been delegated) that meets the requirements of Section 3O3A.O5 of the Manual(includìng the additional independence requirements applicable to compensation committee members under Section 3O3A.02 of the Manual). I further hereby certify that such committee has a written charter that meets the requirements of Section 3O3A.05 of the Manual. For an lnitial Affirmation, I hereby certify that the compensation committee charter is currently available on the Company's website at the link provided in the box below or will be available on the Company's website within the applicable timeline provided under Section 3O3A.OO of the lVanual, For an Annual Affirmation, I hereby certify that the Company has disclosed in its Annual Proxy Statement that the compensation committee charter is available on the Company's website at the link provided in the box below. Link http:,/investors. n n n reit.com/govdocs Q for smaller reporting compan¡es only: I hereby certify that the Company qualifies as a smaller reporting company under Rule 12b-2 of the Exchange Act and is therefore exempt from compliance with Sections 3O3A,O2(a)(ii) and 3O3A,O5(c)(iv) of the Manual, I further hereby certify that the Company has a compensation committee (or a comparable committee to which such duties have been delegated) composed entirely of independent directors and such committee has a written charter that meets the requirements of Section 3O34.05 of the Manual. For an lnitial Affirmation, I hereby certify that the compensation committee charter rs currently available on the Company's website at the link prov¡ded in the box beloW or will be available on the Company's website within the applicable timeline provided under Section 3O3A.OO of the N4anual. Foran Annual Affirmation, lherebycertifythattheCompanyhasdisclosed in itsAnnual Proxy Statement that the compensation committee charter is available on the Company's website at the link provided in the box below Q for companies relying on the transition period provided for in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and is relying, on the transition period provided for in Section 3O3A.OO of the l'lanual and that the Company will be in full compliance at the end of the transition period. lf the Company has already adopted a compensation comm¡ttee charter, the charter is available on the Company's website at (insert link). Please provide a brief description for the basis for reliance on the exemption below. Q for companies relying on the compensation committee cure per¡od provided in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and is relying, on the transition period provided for in Section 3O3A.OO of the l'4anual because a member of the compensation comm¡ttee ceases to be ¡ndependent for reasons outside the member's reasonable control. Please provide a brief description for the basis for reliance and the names of any such committee member relying on the cure below. Q for limited partnerships, controlled companies, änd companies that are ¡n bankruptcy only: I hereby certify that the Company is exempt from this requirement. Q f ne Company is unable to make one of the affirmations set forth in this ltem 4 and is therefore non-compliant for the following reasons: 3t5
Item 5. Audit Comm¡ttêe: Sect¡on 3O3A.O7 of the Manual Q t frerebV certify that (i) the Company has an audit comm¡ttee that meets the requirements of Section 3O3A.07 of the Manual and that the composition of such audit comm¡ttee complies with (or is exempt therefrom) the independence requirements of Rule 1OA-3(b)(1) of the Exchange Act and (ii) such âudit committee has a written charter that meets the requirements of Section 3O3A.07 of the Manual. For an lnitial Affirmation, I hereby certify that the audit committee charter is currently available on the Company's website at the link provided in the box below or will be available on the Company's website within the applicable timeline provided under Section 3O3A.OO of the Manual, For an Annual Affirmation, I hereby certify that the Company has disclosed in its Annual Proxy Statement or Form 1O-K, as applicable, that the audìt committee charter is available on the Company's website at the lìnk provided in the box below. Link http://i n vestors. n n n rei t. com/govdocs Q for busíness development companies only: I hereby certify that (i) the Company has an audit committee that meets the requirements of Section 3O3A.07 of the lvlanual (subject to the applicable exemptions set forth in Section 3O3A.OO of the Manual) and that the composition of such audit committee compl¡es with (or ls exempt from) the independence requirements of Rule 1OA-3(b)(1) of the Exchange Act and (ii) such audit committee has a written charter that meets the requirements of Section 3O3A.07 of the Manual. For an lnitial Affirmation, I hereby certify that the audit committee charter is currently available on the Company's website at the link provided in the box beloW or will be available on the Company's website within the applicable timeline provided under Section 3O3A,OO of the Manual. For an Annual Affirmation, I hereby certify that the Company has disclosed in its Annual Proxy Statement that the audit committee charter is available on the Company's website at the link provided in the box below. Q for companies relying on the transition period provided for in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and ìs relying, on the transition period provided for in Section 3O3A.OO of the Manual and that the Company will be in full compliance by the end of the transition period. lf the Company has already adopted an audit committee charter: the charter is available on the Company's website at (insert lrnk). Please provide a brief description for the basis for reliance on the exemptìon below. Q fne Company is unable to make one of the affirmations set forth in this ltem 5 and is therefore non-compliant for the following reasons: Item 6. Audit Committee Exemption: Section 303A.06 of the Manual for Rule IOA'3 of the Exchange Act Q t hereby certify that the Company is relyìng on an individual or company exemption under Rule lOA-3 in ltem 5, above. Please state below which Rule 1OA-3 exemption(s) the Company or any individual member is relying on and briefly describe the basis for such exemption below. Item 7. lnternal Audit Funct¡on: Sect¡on 3O3A.O7(c) of the Manual @ t hereby certify that the Company maintains an internal audit function that complies with Sectìon 3O3A.O7(C) of the Manual. Q for companies relying on the tränsition period provided for in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and is relying, on the transition period provided for in Section 3O3A.OO of the Manuâl and that the Company will be in full compliance by the end of the transition period. Q f ne Company is unable to make one of the affirmations set forth in this ltem 7 and is therefore non-compliant for the following reasons: Item 8. Corporate Governance Guidelines: Section 3O3A.O9 of the Mânual o I hereby certify that the Company has adopted corporôte governance guidelines that comply with Section 3O3A.O9 of the Manual. For an lnitial Affirmation, I hereby certify that the corporate governance guidelines are currently available on the Company's website at the link provided in the box beloW or will be available on the Company's website within the applicable timeline provided under Section 303A.OO of the Manual. For an Annual Affirmation, I hereby certify that the Company has disclosed in its Annual Proxy Statement or Form 1O-K, as applicable, that the corporate governance guidelines are available on the Company's website at the link provided in the box below Link http://investors, n n n reit.com/govdocs Q for companies relying on the trans¡tion period provided for in Section 3O3A.OO of the Manuãl only: I hereby certify that the Company is entitled to rely, and is relying, on the transition period provided for in Section 3O3A.OO of the lVanual and that the Company will be in full compliance by the end of the transition period. Q f ne Company is unable to make one of the affirmations set forth in this ltem B and is therefore non-compliant for the following reasons: 415
¡tem 9. Code of Business Conduct and Ethics: Section 3O3A.1O of the Manual Manual' o I hereby certify that the Company has adopted a code of business conduct and ethics that complies with Section 3O3A.1O of the For an Initial Affirmation, I hereby certify that the code of business conduct and ethícs is currently available on the Company's website at the link provided in the box below or will be available on the Company's website within the applicable timeline provided under Section gO3A.OO of the Manual. For an Annual Affirmatìon, I hereby certify that the Company has disclosed in its Annual Proxy Statement or Form 1O-K, as applicable, that the code of business conduct and ethics is available on the Company's website at the link provided in the box below. Link http://i n vestors. n n n rei t. com/govdocs o For companies relying on the transition period provided for in Section 3O3A.OO of the Manual only: I hereby certify that the Company is entitled to rely, and is relying, on the transition period provided for in Section 3O3A.OO of the Manual and that the Company will be in full compliance by the end of the transition period, o The Company is unable to make one of the affirmations set forth in this ltem 9 and is therefore non-compliant for the following reasons: Item 10. Other Non-Compliance: Section 3O3A of the Manual Q apart from any non-compliance specìfic to the preceding sections, the Company is non-compliant with Section 303A of the Manual for the fol lowin g reason(s): ¡tem 11. Other General Comments Comments NySE Domestic Company Annual CEO Certification : As the Chief Execut¡ve Officer and as requ¡red by Section 3O5A'12(a) of the New York Stock Exchange Listed Company Manual governance Q t herebV certify that as of the date hereof I am not aware of any violation by the Company of NYSE's corporate listing standards. Q t frereby certify that as of the date hereof the Company is non-compliant with the NYSE's corporate governance listlng standards. CEO Signature CEO Title Certification Date Julian E. Whitehurst Chief Executive Officer and President 2019-0516 - B:53 AM l, Companies that are submitting an lnitìalAffirmat¡on must be compl¡ant in all areas, subject to applicable trans¡tion periods 2, lf this document is serving as a non-compliance notificat¡on to the Exchange it must be executed by the Company's CEO, 3. NYSE Section 3O3A.O2 lndependent 4. Serves on the Audit Committee 5. Serves on the Compensation Committee 6. Serves on the Nominating/Corporate Governance Committee 7. Independent for purposes of Rule 1OA-3 of the Securit¡es Exchange Act of 1934 ("Rule'lOA-3") 8. Section 3O3A.O2(aXii) lndependent Authorized Company Officer S¡gnature I am an authorized officer at the Company and have the legal authority to provide the information and make the affirmations contained herein. I hereby certify that all information contained herein is true and correct to the best of my knowledge as of the date hereof. Ch ristopher P Tessitore Executìve Vice President and Secretary 2019-05-16 - B:53 AVI By (nâme) T¡tle Submitted Date sl5
