Heiwa Real Estate REIT : Notice Concerning Partial Amendment to Funds for Acquisition of Assets

May 20, 2024

This notice is the English translation of the Japanese announcement on May 20, 2024

REIT Issuer

HEIWA REAL ESTATE REIT, Inc.

5-1 Nihonbashi Kabuto-cho,Chuo-ku, Tokyo

Aya Motomura, Executive Director

(Securities Code: 8966)

Asset Management Company

HEIWA REAL ESTATE Asset Management CO., LTD.

Masanori Hirano, Representative Director, President and Chief Executive Officer

Inquiries: Naomi Kawasaki, General Manager of Planning & Finance Department

TEL. [phone]

Notice Concerning Partial Amendment to Funds for Acquisition of Assets

HEIWA REAL ESTATE REIT, Inc. (hereinafter referred to as the "Investment Corporation") announced today that HEIWA REAL ESTATE Asset Management CO., LTD. (hereinafter referred to as the "Asset Management Company"), the company to which the Investment Corporation entrusts its asset management operations, decided to change part of the acquisition funds for SHINWA ESAKA BUILDING, an asset to be acquired, as announced in the Notice Concerning Acquisition of Domestic Assets (HF KITASENJU RESIDENCE and SHINWA ESAKA BUILDING) dated January 30, 2024, as follows. The changes are indicated by the underlined portion.

Details

1. Correction

Page 2 1. Overview of the Acquisition (4) Acquisition financing

(Before Correction)

Cash on hand and borrowings

(After Correction)
HF KITASENJU RESIDENCE	Cash on hand and borrowings
SHINWA ESAKA BUILDING	Cash on hand and the proceeds from the issuance of new investment units

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Page 7 6. Forward commitment

(Before Correction)

Of-58 SHINWA ESAKA BUILDING (Omitted)

The Investment Corporation will allot funds in hand and funds borrowedto acquire financing for the property. In consideration of cash and deposits held by the Investment Corporation today and cash flow conditions of the Investment Corporation, the Investment Corporation does not believe that there will be any concerns regarding the acquisition of the property to be acquired. Even if the Investment Corporation should be obliged to pay a penalty, there would be no significant impact on its financial condition. Therefore, it believes that the possibility that the property to be acquired will materially impact the Investment Corporation's financial condition and the payment of distributions is low.

(The rest is omitted.)

(After Correction)

Of-58 SHINWA ESAKA BUILDING (Omitted)

The Investment Corporation will allot funds in hand and the proceeds from the issuance of new investment unitsto acquire financing for the property. In consideration of cash and deposits held by the Investment Corporation today and cash flow conditions of the Investment Corporation, the Investment Corporation does not believe that there will be any concerns regarding the acquisition of the property to be acquired. Even if the Investment Corporation should be obliged to pay a penalty, there would be no significant impact on its financial condition. Therefore, it believes that the possibility that the property to be acquired will materially impact the Investment Corporation's financial condition and the payment of distributions is low.

(The rest is omitted.)

2. Reason for the Correction

The Investment Corporation resolved today to issue new investment units, and the Asset Management Company decided to use part of the proceeds from the issuance of such units to partially fund the acquisition of SHINWA ESAKA BUILDING, as stated in "Notice Concerning the Issuance of New Investment Units and Secondary Offering of Investment Units" dated today, and the funds to acquire the property no longer include borrowings.

• Investment Corporation Website:https://www.heiwa-re.co.jp/en/

DISCLAIMER:

Heiwa Real Estate REIT, Inc. makes no assurance or warranty with respect to the completeness or accuracy of this English translation. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. For complete and accurate information, please refer to the Japanese original.

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