NIPPON REIT Investment : Notice Concerning Acquisition of Asset (Silent Partnership Equity Interest) (Godo Kaisha NRT Growth 18)

March 29, 2022

For Immediate Release

Real Estate Investment Trust Securities Issuer:

NIPPON REIT Investment Corporation

1-18-1 Shimbashi, Minato-ku, Tokyo

Toshio Sugita

Executive Officer

(Securities Code: 3296)

Asset Management Company:

Sojitz REIT Advisors K.K.

Toshio Sugita

President, Director & CEOContact:

Takahiro Ishii

General Manager

Corporate Planning Department

Finance & Planning Division

(TEL: [phone])

Notice Concerning Acquisition of Asset (Silent Partnership Equity Interest)

(Godo Kaisha NRT Growth 18)

NIPPON REIT Investment Corporation ("NIPPON REIT") announces that Sojitz REIT Advisors K.K. ("SRA"), which is entrusted to manage the assets of NIPPON REIT, today decided on the following acquisition of an asset (silent partnership equity interest) (the "Acquisition").

1. Overview of the Acquisition

(1) Asset to be acquired:

Silent partnership equity interest that has beneficiary right of trust placing real estate in trust as asset under management

(2)	Asset name:	Godo Kaisha NRT Growth 18 subordinated silent
partnership equity interest
(3)	Real estate that are the trust	30 Sankyo Building
properties (the "Properties"):	St. Lake Celeb Daikancho
Belle Face Kawaharadori
(4)	Equity investment amount:	30 million yen (2.9% of the total amount of equity
investment in silent partnership (Note))
(5)	Agreement conclusion date:	March 29, 2022
(6)	Acquisition date:	March 29, 2022
(7)	Acquisition funds:	Funds on hand

Note: Rounded to one decimal place. The same shall apply hereinafter.

2. Reason for the Acquisition

SRA decided on the Acquisition with an aim to develop a portfolio that achieves growth of asset size and secures stable revenue through investing in silent partnership in accordance with the asset management targets and policy set forth in the articles of incorporation of NIPPON REIT. The Acquisition is thought to achieve flexible and timely investments as set forth in the basic policy of NIPPON REIT and thereby contributes to the future external growth of NIPPON REIT.

NIPPON REIT, as a result of the Acquisition, will receive profits in the form of dividends from the operator of the silent partnership (Godo Kaisha NRT Growth 18), sourced from rent and other income from the lessees of the Properties. In addition, with the Acquisition, NIPPON REIT will be granted the right of first negotiation pertaining to the acquisition of the Properties (for details, please refer to "First negotiation right to be granted with the Acquisition" under Other of "3. Outline of the Asset to Be Acquired; (1) Overview of the Silent Partnership to Be Invested" below), but this does not mean that NIPPON REIT will be obliged to acquire the Properties.

Furthermore, Godo Kaisha NRT Growth 18 has a two-layer equity structure, composed of preferred silent partnership equity interest and subordinated silent partnership equity interest. Sojitz Corporation, who is the main sponsor of NIPPON REIT, plans to acquire a part of subordinated silent partnership equity interest as part of sponsor support. (Please refer to "3. Outline of the Asset to be Acquired; (1) Overview of the Silent Partnership to Be Invested" for detail.)

NIPPON REIT will continue to put efforts to increase the asset size of the portfolio and to secure stable profits.

3. Outline of the Asset to be Acquired

(1) Overview of the Silent Partnership to Be Invested

Operator name	Godo Kaisha NRT Growth 18
Effective period of silent partnership agreement	Until the end of March 2024. Provided, however, if the operator's debt is not paid off, the period will be automatically extended until debt is paid off.
Total amount of equity investment in silent partnership	1,020 million yen
Overview of silent partnership agreement	The following is an overview of the silent partnership agreement. Godo Kaisha NRT Growth 18 Non-recourse loan (senior) 2,130 million yen Non-recourse loan (mezzanine) 600 million yen Trust beneficiary interests in real estate, etc. 3,750 million yenEquity investment in silent partnership, etc. (Note 1) 1,020 million yen Preferred silent partnership equity interest 550 million yen Subordinated silent partnership equity interest 470 million yen Calculation period: The three-month periods every year from February 1 to the last day of April, from May 1 to the last day of July, from August 1 to the last day of October and from November 1 to the last day of January in the following year. However, the first calculation period shall be from the contract date to the last day of April 2022. Distribution of profits and losses: In the event that the business generates profits in the respective calculation period, the operator shall distribute as follows on the last day of the respective calculation period. i) Operator shall distribute the amount corresponds to, a certain proportion prescribed in the silent partnership agreement of equity investment amount of each preferred silent partnership equity interest investor, times days of each calculation period, divided by 365, to preferred silent partnership equity interest investor equally, prior to subordinated silent partnership equity interest investors. ii) Operator shall distribute the remaining amount to subordinated silent partnership equity interest investors in accordance with their proportion of equity investment, if any. In addition, in the event that the business generates losses in the respective calculation period, distribution shall be made up to the amount of losses of the business, in the following sequence, on the last day of the respective
calculation period. 1) Subordinated silent partnership equity interest investors 2) Preferred silent partnership equity interest investors However, in the event that the cumulative amount of losses to be distributed to equity investors exceeds the total amount of equity investment, the entire portion in excess shall be distributed to the operator. Equity investment in silent partnership, etc.: Sojitz Corporation, the main sponsor of NIPPON REIT, acquires total of 40 million yen of subordinated silent partnership equity interest out of total amount of subordinated silent partnership equity interest of 470 million yen as part of sponsor support.
Other	First negotiation right to be granted with the AcquisitionContent of rightThe right to be the first to be entitled to negotiate for the acquisition of the real estate trust beneficiary right scheduled to be acquired by the operator on March 30, 2022 (please refer to the table below under "4. The Properties that Are Treated as a Trusted Properties Under the Trust Beneficiary Interests in Real Estate") or the real estate that are the trust properties. Period Terms and conditions of price upon first negotiationUntil March 31, 2024 (Scheduled) Three properties total of 3,662 million yen (excluding consumption taxes). (Note 3)

Note 1: Real estate trust beneficiary right, etc. includes arrangement costs and reserves, etc. Furthermore, the total real estate appraisal value of the three properties is 3,703 million yen.

Note 2: Purchase price will be agreed based on the three properties total of 3,662 million yen (excluding consumption taxes), up to the appraisal value.

Note 3: Toyo Real Estate Asset Management Co., ltd. is the asset managers for Godo Kaisha NRT Growth 18.

Note 4: Mitsubishi UFJ Morgan Stanley Securities Co.,Ltd., is the party handling the private placement for Godo Kaisha

NRT Growth 18.

(2) Overview of the Operator of the Silent Partnership in Which Equity Investment Is to Be Made

Name	Godo Kaisha NRT Growth 18
Location	AOJ Tax Accountant Corporation, 4-2-10 Hatchobori, Chuo-ku, Tokyo
Line of business	1. Acquisition, holding and disposition of trust beneficiary interests 2. Acquisition, holding, disposition, leasing and management of real estate 3. All other work related to the items above
Title and name of representative	Representative member: Ippan Shadan Hojin NRT Growth 18 Person to execute duties: Takahito Idesawa
Capital	100 thousand yen
Other equity investor in silent partnership	Not disclosed (Note1)
Date of incorporation	February 22, 2022
Total asset	3,750 million yen (Scheduled) (Note 2)
Net asset	100 thousand yen
Relationship with NIPPON REIT or SRACapital relationship Personnel relationship Business relationship There is no capital relationship, personnel relationship or business relationship to be stated between NIPPON REIT or SRA and this company. In addition, there is no capital relationship, personnel relationship or business relationship to be specially noted between associated persons and associated companies of NIPPON REIT or SRA and associated persons and associated companies of this company. Related-party status This company does not fall under the category of a related party of NIPPON REIT or SRA. In addition, any of associated persons and associated companies of this company does not fall under the category of a related party of NIPPON REIT or SRA.

Note 1: Not disclosed because consent has not been obtained from other equity investor in silent partnership.

Note 2: Total asset is rounded down to the nearest million yen.

(3) Transaction with interested persons, etc.

Sojitz Corporation falls under the category of interested persons, etc. as provided in the Article 201 of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951, including subsequent revisions; hereinafter referred to as the "Investment Trust Act") and Article 123 of the Order for Enforcement of the Act on Investment Trusts and Investment Corporations (Cabinet Order No. 480 of 2000, including subsequent revisions; hereinafter referred to as the "Order for Enforcement of the Investment Trust Act") (hereinafter referred to as the "Interested Party, etc."), as well as of interested persons stipulated in the SRA internal rules, "Rules on Transactions by Interested Persons". However, the subordinated silent partnership investment by Sojitz Corporation does not fall under any of the transaction with interested persons stipulated in the SRA internal rules, "Rules on Transactions by Interested Persons".

Furthermore, Belle Face Kawaharadori, one of the properties to be acquired by the operator, is held by Sojitz Corporation as of today. However, since the operator will not be holding the property at the date of the Acquisition, the Acquisition does not fall under interested party transactions. As the operator plans to acquire the property from Sojitz Corporation using the fund that includes the silent partnership investment of NIPPON REIT, NIPPON REIT and SRA have conducted an appropriate approval procedure upon the Acquisition pursuant to the "Rules on Transactions by Interested Persons."