December 5, 2022

FOR IMMEDIATE RELEASE

Nippon Prologis REIT Announces Acquisition of Domestic Real Estate Trust Beneficiary Interests

and Lease Contract with New Tenants

Prologis REIT Management K.K. (the "Asset Manager"), to which Nippon Prologis REIT, Inc. ("NPR") entrusts the management of its assets, announced today it will acquire three properties (the "New Properties") in the form of trust beneficiary interests and, subsequently, enter into lease contracts with new tenants.

Because the sellers and the lessee of the assets are considered related parties as provided in the Act on Investment Trusts and Investment Corporations of Japan (Act No. 198 of 1951, including amendments thereto) (the "Related Parties, etc.") and considered an interested party as set forth in the "Rules Regarding Related-party Transactions" included in the internal rules of the Asset Manager (the "Interested Parties"), the Asset Manager has obtained, in accordance with the Rules Regarding Related Party-Transactions, approval from NPR based on the approval of its Board of Directors at a meeting held today.

The details are described below.

1. Overview of the Acquisitions

Anticipated

Anticipated

Appraisal

Adjusted

Property

Property

Acquisition

Value

NOI Yield

Forecast

Acquisition

Location

Seller

Price

(million

(%)

NOI Yield

Number

Name

Date

(million yen)

yen)

(Note 4)

(%)

(Note 1)

(Note 2)

(Note 3)

(Note 5)

Prologis Park

Zao Special

M-38

Kawabe, Hyogo

Purpose

27,900

27,900

4.4

4.3

Inagawa 1

Company

Prologis Park

December 15,

Kobe Special

M-39

Kobe, Hyogo

Purpose

9,580

9,580

4.4

4.6

Kobe 3

2022

Company

Hisayama

B-21

Prologis Park

Ogori, Fukuoka

Special

5,920

5,920

4.5

4.5

Ogori

Purpose

Company

Total/Average

43,400

43,400

4.4

4.4

(Note 1) "Anticipated acquisition date" indicates the anticipated acquisition date in the relevant trust beneficiary interests disposition contract or co-ownership interests in trust beneficiary interest disposition contract (the "Sale and Purchase Agreements") that was executed with the current owners of the New Properties.

(Note 2) "Anticipated acquisition price" indicates the transfer price of the New Properties in the relevant Sale and Purchase Agreements, rounded down to the nearest million yen and does not include national or local consumption taxes or expenses which will be incurred in connection with the acquisition.

(Note 3) CBRE K.K. or Japan Real Estate Institute was retained to appraise the value of each property. "Appraisal value" is based on the appraisal values from the relevant appraisal reports as of September 30, 2022. The "Appraisal value" for Prologis Park Inagawa 1, with respect to which we expect to own a 50% co-ownership interest, is calculated to account for such partial ownership.

Disclaimer: This press release is an announcement concerning acquisitions of domestic trust beneficiary interests and lease contract with new tenants, and has not been prepared for the purpose of solicitation for investment.

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(Note 4) "NOI yield" is the ratio of appraisal NOI to the anticipated acquisition price of each property based on the appraisal value as of September 30, 2022, rounded to the first decimal place. The figure of the weighted average of NOI yield of each of the New Properties is described in the "Total/Average" column.

"NOI" is the stabilized net operating income (an amount with operating expenses deducted from operating income) for the direct capitalization analysis contained in the relevant appraisal report appraised by CBRE K.K. or Japan Real Estate Institute, which represents revenue before deduction of depreciation. NOI is different from net cash flow ("NCF"), calculated as the expected revenues of a property minus expected capital expenditure, to which interest on deposits, etc. is added and from which capital expenditures are deducted.

(Note 5) "Adjusted forecast NOI yield" is the ratio of adjusted forecast NOI to the anticipated acquisition price of each property, rounded to the first decimal place. The figure of the weighted average of adjusted forecast NOI yield of each of the New Properties is described in the "Total/Average" column.

"Adjusted forecast NOI" is an amount based on the relevant assumptions regarding operating revenues from the New Properties, from which operating expenses and capitalized property tax and city planning tax, etc. are deducted and to which depreciation costs are added. It represents revenues before deduction of depreciation costs. Also, operating rental revenues and operating expenses for each of the New Properties are calculated based on the assumption that all the New Properties are operated on a full-year basis.

  1. Date of Sale and Purchase Agreements: December 5, 2022

(2)

Seller:

Please refer to the below-mentioned "3. (2) Seller Profile"

(3)

Funds for Acquisitions:

A portion of the net proceeds from the issuance of new

investment units determined at a meeting of the Board of

Directors held today and the new borrowings (Note) which

will be obtained on the date of acquisition of the New

Properties, and cash on hand

(4)

Settlement Method:

To be paid in a lump sum on the anticipated acquisition

date

(5)

Annual Rent:

2,307 million yen (the New Properties total)

(Note)

Details of the new borrowings will be announced once they have been determined.

2. Rationale for Acquisition and Lease Contract

Through the acquisition of the New Properties, NPR intends to acquire selected Class-A logistics facilities developed by the Prologis Group that meet NPR's investment criteria based on NPR's principle of achieving stable net operating income and increasing the size and the value of its portfolio to maximize unit holder value.

NPR will acquire the New Properties for all of which NPR has been granted exclusive negotiation rights by the Prologis Group, as described in the press release "NPR Announces Exclusive Negotiation Rights for Five New Properties" dated December 11, 2020, with respect to Prologis Park Inagawa 1 and as described in the press release "NPR Announces Exclusive Negotiation Rights for Two New Properties" dated December 15, 2021, with respect to Prologis Park Kobe 3 and Prologis Park Ogori.

NPR believes the acquisition of the New Properties will further improve the earnings stability of its portfolio by enhancing property and customer diversification as well as diversification of the expiration date of lease agreements at its properties, continuing investments in a well-balanced portfolio of properties and adding relatively newly built Class-A logistics facilities with longer average remaining lease terms.

Disclaimer: This press release is an announcement concerning acquisitions of domestic trust beneficiary interests and lease contract with new tenants, and has not been prepared for the purpose of solicitation for investment.

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3. Description of the New Properties

  1. Overview

The following tables provide an overview of the real estate trust beneficiary interests of the New Properties.

Furthermore, the items described in the respective columns of the tables are explained below:

  1. "Location" indicates the official address or the address usually used by tenants and property management companies, etc. on the upper line, and the address indicated in the registry (one of several addresses, if any) on the lower line.
  2. "Anticipated acquisition date" indicates the anticipated acquisition date in the relevant Sale and Purchase Agreements.
  3. "Anticipated acquisition price" indicates the transfer price of the New Properties in the relevant Sale and Purchase Agreements, rounded down to the nearest million yen and does not include national or local consumption taxes or expenses which will be incurred in connection with the acquisition.
  4. "Entrustment Date" indicates the date of establishment of the trust defined in the Trust Agreement.
  5. "Trustee" indicates the trustee or trustee-to-be of each asset, which is the trust beneficiary interest in real estate.
  6. "Trust maturity date" indicates the trust maturity date defined in the Trust Agreement or the maturity date of the trust period to be amended with the acquisition by NPR.
  7. "Ownership form" of "Land" and "Building" indicates the type of rights owned by the trustee.
  8. "Land area" of "Land" and "Gross floor area", "Date of construction", "Purpose" and "Structure/No. of stories" of "Building" are based on the data recorded in the registry and may differ from the actual figures. "Gross floor area" is equal to the total gross floor area of the main building and accessory building. "Date of construction", "Purpose" and "Structure/No. of stories" are equal to the figures of the main building excluding accessory building.
  9. "Zoning" of "Land" indicates the type of zoning as depicted in Article 7 and 8-1-1 of the City Planning Act (Act No. 100 of 1968, as amended).
  10. "BCR" of "Land" indicates the upper limit of the building coverage ratio as determined in city planning in accordance with the zoning. The upper limit of BCR could be lower or higher, depending on whether the property is fire-proof in the fire control area and/or other reasons and it may not necessarily be identical with the BCR actually applied.
  11. "FAR" of "Land" indicates the upper limit of the floor area ratio. The upper limit of FAR could be lower or higher, depending on the width of roads adjacent to the land and/or other reasons and it may not necessarily be identical with the FAR actually applied.
  12. "Property type" of "Building" indicates "Multi-tenant" for properties that are "Multi-tenant logistics facilities" (those that are capable of serving multiple tenants) and "BTS" for properties that are "Build-to-suit logistics facilities" (those that are developed to meet a tenant's specific requirements).
  13. "PML" of "Building" represents an outline of the reports on the evaluation results of the analyses of seismic risks conducted by Engineering and Risk Services Corporation and OYO RMS Corporation at the request of NPR and the Asset Manager. The contents of these reports are judgments and opinions of these risk reviewers as of a certain point of time, and the validity and accuracy of such contents are not guaranteed. None of the current properties of NPR are covered by seismic insurance, and NPR has no plan to obtain seismic insurance for any of the current properties or the New Properties.
  14. "Environmental appraisal" of "Building" represents evaluation results described in certification reports of Comprehensive Assessment System for Built Environment Efficiency

Disclaimer: This press release is an announcement concerning acquisitions of domestic trust beneficiary interests and lease contract with new tenants, and has not been prepared for the purpose of solicitation for investment.

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("CASBEE"), evaluation results of Building-HousingEnergy-efficiency Labeling System ("BELS") or certifications of the DBJ Green Building Certification system, if such evaluation results are obtained. Also, in the event that an application is filed with each municipality and a result for such application is disclosed based on the comprehensive assessment system for built environment efficiency conducted by each municipality on the basis of CASBEE, such disclosed result is described. The results of CASBEE, BELS and DBJ Green Building Certification show an evaluation based on certain judgment standards at a specific point in time and are no guarantee of any objectiveness of such evaluation, validity and accuracy of such evaluation results or the quality of evaluated buildings.

  1. "Engineering Report" represents an outline of the reports on the evaluation results of building assessment conducted by Earth-Appraisal Co., Ltd. at the request of NPR and the Asset Manager. The contents of these reports are judgments and opinions of these building investigators as of a certain point of time, and the validity and accuracy of such contents are not guaranteed. "Report Date" indicates the date of investigation described in the respective Engineering Report prepared by the respective building investigator.
  2. "Property manager" indicates the property manager to which NPR has outsourced or will outsource the property management services.
  3. "Master lessee" indicates the party with which NPR has entered or will enter into the Master Lease Agreement. Even if NPR or the trustee enters into a Master Lease Agreement with a master lessee, the end tenant and NPR or the trustee are in the lessee-lessor relationship when existing end tenants do not accept the transfer of the lessor associated with the Master Lease Agreement.
  4. "Type of master lease" indicates "Pass-through type" for a pass-through type master lease in which rent received by the lessor is in principle the same amount as the rent received by the master lessee from end tenants, and "Sublease type" for a sublease type master lease, in which a fixed amount of rent is received from the master lessee regardless of fluctuation in the rent received from end tenants, in accordance with the type of the master lease agreements with the master lessee. The master lease agreements for all the New Properties are the pass-through type.
  5. "Gross number of tenants" of "Description of tenancy" is based on the lease agreements with tenants for warehouses or offices for each property in trust as of September 30, 2022 (excluding lease agreements with a term of less than one year). Such gross number of tenants includes the tenants where the leasing period of the relevant lease agreement was not commenced as of September 30, 2022. For properties with pass-through master lease agreements, it is based on the lease agreements executed between the master lessee and end tenants. The same shall apply below.
  6. "Type of lease agreement" of "Description of tenancy" is based on the lease agreements.
  7. "Name of major tenants" of "Description of tenancy" indicates the names of the tenants with the two biggest leased areas in each property in trust (for properties with a pass-through master lease agreement, the end tenant) (excluding tenants or end tenants whose lease agreements have a term of less than one year).
  8. "Annual rent" of "Description of tenancy" is based on the total annual rent including common area charges as of September 30, 2022, as indicated in the relevant lease agreements for all warehouses or offices for each property in trust (excluding lease agreements with a term of less than one year) (or the annual rent calculated in accordance with the provisions of the lease agreements, if the relevant agreements include only the monthly rent). Figures are rounded down to the nearest million yen. Such annual rents also include the annual rents stipulated in the lease agreements, where the leasing period of the relevant lease agreement was not commenced as of September 30, 2022.
  9. "Security deposit" of "Description of tenancy" is calculated as the total amount of security

Disclaimer: This press release is an announcement concerning acquisitions of domestic trust beneficiary interests and lease contract with new tenants, and has not been prepared for the purpose of solicitation for investment.

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deposit (or, if amortized, the security deposit amount after subtracting the relevant amortization amount) as indicated in the relevant lease agreements for all warehouses or offices for each property in trust as of September 30, 2022 (excluding lease agreements with a term of less than one year). Figures are rounded down to the nearest million yen. Such security deposits also include security deposits stipulated in the lease agreements, where the leasing period of the relevant lease agreement was not commenced as of September 30, 2022.

  1. "Leased area" of "Description of tenancy" indicates the total leased area based on the lease agreements for all warehouses or offices for each property in trust as of September 30, 2022 (excluding lease agreements with a term of less than one year) and the floor plans included in such lease agreements (excluding lease agreements with a term of less than one year). Such leased area also includes the leased area stipulated in the lease agreements, where the leasing period of the relevant lease agreement was not commenced as of September 30, 2022.
  2. "Leasable area" of "Description of tenancy" indicates the total leasable area based on the lease agreements for all warehouses or offices for each property in trust and the floor plans included in the lease agreements executed as of September 30, 2022 (excluding lease agreements with a term of less than one year) plus vacant space based on floor plans.
  3. "Occupancy rate" of "Description of tenancy" is as of September 30, 2022, or the date of lease commencement stipulated in the relevant lease agreements (excluding lease agreements with a term of less than one year; the figure for leased area includes the leased area stipulated in the lease agreements that were executed but not commenced as of September 30, 2022), calculated by dividing the aggregate total leased area for each property in trust by the aggregate total leasable area for the relevant properties in trust. Figures are rounded to the nearest tenth.
  4. "Extra description" indicates items believed to be important in terms of the relationship of rights and use of each of the New Properties, as well as items believed to be important in consideration of their impact on the appraisal value, profitability and possibility of disposal of each of the New Properties as of the date of this press release.
  5. "Summary of the appraisal report" describes the summary of the appraisal report of each property which was appraised by CBRE K.K. or Japan Real Estate Institute upon request from NPR and the Asset Manager. Such appraisal report only represents a judgment and an opinion of an appraiser as an evaluator at a certain point, and any adequacy, accuracy or feasibility of a transaction at such appraisal value is not guaranteed. There is no special interest between CBRE K.K. or Japan Real Estate Institute and NPR or the Asset Manager.

Disclaimer: This press release is an announcement concerning acquisitions of domestic trust beneficiary interests and lease contract with new tenants, and has not been prepared for the purpose of solicitation for investment.

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Nippon Prologis REIT Inc. published this content on 05 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 December 2022 06:36:07 UTC.