Japan Logistics Fund : Notice Concerning Change of the Seller and the Like of a New Asset

January 19, 2023

For Immediate Release

Real Estate Investment Trust

Japan Logistics Fund, Inc. (Security Code: 8967)

Representative: Naohiro Kameoka, Executive Director

Asset Management Company

Mitsui & Co., Logistics Partners Ltd.

Representative: Naohiro Kameoka, President & CEO

Contact: Shintaro Miyata, Finance & IR Dept.

TEL [phone]

Notice Concerning Change of the Seller and the Like of a New Asset

Japan Logistics Fund (hereinafter referred to as "JLF") announced today the decision to build a bridge scheme and thereby change the seller and the like (hereinafter referred to as "The Change") in relation to the Amagasaki Logistics Center (hereinafter referred to as "The Property"). The Property was announced under the release "Notice Concerning Acquisition of a New Asset" dated December 22, 2021 (hereinafter referred to as "The December 22, 2021 Release").

Although The Property was a development property that had not yet been completed as of December 22, 2021, an overview of The Property after completion and a summary of the appraisal report as of January 10, 2023, which served as the pricing timing, were also announced.

1. Change of the seller and the like

1. The contents of change

				Before		After
						January 31, 2023 (Note 1)
	Date of contract			December 27, 2021 (*1)		(Note 1) The date The New Purchase Agreement
						(defined below) is planned to be executed.
				TBD (Note 1)
				(Note 1) The Property is a development property
				which has yet to be completed (construction to be
				completed November 2022). The date of delivery		TBD (Note 2)
				shall be a date specified by JLF that is within one
	Date of delivery			year following the later of either: the date		(Note 2) The planned date of delivery is to be a
			construction of the building completes and an		date designated by JLF that is no later than April
				application to register the building is received after	2, 2026.
				an inspection certificate for the building has been
				acquired; or the date the seller takes delivery of the
				building from the builder. The same applies
				hereafter.

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			Before	After
			1) KINKI SOGO LEASING CO., LTD.	RICOH LEASING COMPANY, LTD.
			(hereinafter referred to as "KSL")	(hereinafter referred to as "RL")
	Seller		2) JA MITSUI LEASING TATEMONO
			CO., LTD. (hereinafter referred to as
			"JAMLT") (*2)
			4,467 (Note 2)	TBD (Note 3)
			(Note 2) The acquisition price is the purchase	(Note 3) The trust beneficiary right purchase
			price defined in the trust beneficiary right	agreement (hereinafter referred to as "The New
			purchase agreement (hereinafter referred to as	Purchase Agreement") to be executed between
			"The Purchase Agreement") related to the	RL and JLF in relation to the acquisition of The
			acquisition of the Amagasaki Logistics Center. In	Property shall make the following stipulations in
			The Purchase Agreement, if there is a change to	the event the planned date of delivery falls under
			the amount of property tax and city planning tax	any of the following scenarios (1), (2), or (3).
			related to The Property following completion of
			construction compared to the amount assumed as	(1) Day before any date that would fall within the
			of execution of The Purchase Agreement, the	first year from the date that RL acquired the trust
			acquisition price may be subject to change. The	beneficiary rights associated with The Property.
			same applies hereafter. (*3)	As of the time this release was written, that would
				be April 3, 2023, through April 2, 2024.
				JPY 4,384 million
				However, a price shall be calculated and decided
				that achieves a predetermined IRR for the period
	Acquisition			of time RL owns The Property.
	price			(2) Day before any date that would fall within the
	(JPY Million)			second year from the date that RL acquired the
				trust beneficiary rights associated with The
				Property. As of the time this release was written,
				that would be April 3, 2024, through April 2,
				2025.
				JPY 4,302 million
				However, a price shall be calculated and decided
				that achieves a predetermined IRR for the period
				of time RL owns The Property.
				(3) Day before any date that would fall within the
				third year from the date that RL acquired the trust
				beneficiary rights associated with The Property.
				As of the time this release was written that would
				be April 3, 2025, through April 2, 2026.
				JPY 4,222 million
				However, a price shall be calculated and decided
				that achieves a predetermined IRR for the period
				of time RL owns The Property.

(*1) As stated in The December 22, 2021, Release, the agreement was concluded on the same date.

(*2) Effective April 1, 2022,JAMLT and KSL implemented an absorption-type split in which JAMLT is the succeeding company and KSL is the splitting company and JAMLT succeeds rights and obligations related to the real estate business operated by KSL (including its position as buyer in The Former Purchase Agreement, which is to be defined below). Furthermore, as of the same date, an absorption-type merger has been implemented, with JA MITSUI LEASING , LTD., as the surviving company and KSL as the absorbed company.

(*3) The trust beneficiary right purchase agreement related to the acquisition of the Amagasaki Logistics Center that was executed effective December 27, 2021, between JLF on the one hand and JAMLT and KSL on the other shall be hereinafter referred to as "The Former Purchase Agreement".

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(2) Reason for change

JLF promotes generating acquisition opportunities through diverse and unique approaches. The Property is the fifth in a series of collaborative developments with business partners, an area of particular focus.

JLF plans to build a bridge scheme as follows for The Property, based on deliberations with its business partner JAMLT and the provider of the bridge scheme RL.

1. JLF transfers the position of buyer under The Former Purchase Agreement to RL.
2. JLF executes The New Purchase Agreement with RL.
3. Based on The Former Purchase Agreement, RL acquires The Property from JAMLT.
4. Based on The New Purchase Agreement, JLF acquires The Property from RL.

JLF evaluates the utility of the bridge scheme as follows.

1. Secures flexibility in acquisition timing
   Given the heightened volatility in the recent financial market environment, JLF builds a bridge scheme to lengthen the acquisition time horizon and secure flexibility. By doing so, JLF aims to appropriately time fund-raising to acquire The Property.
2. Reduction in acquisition price
   Building the bridge scheme secures an acquisition opportunity in a way that reduces the acquisition price to a certain extent amid continued price appreciation in logistics real estate. By doing so, the aim is to acquire a property at a higher investment return* compared to before The Change.
3. • The planned acquisition price for The Property is set forth in 1. (1) above and is an amount that declines generally in proportion to the duration of ownership by RL. As far as JLF is concerned, The Change contributes to a higher investment return for JLF based on the expectation that the planned acquisition price after The Change is to be reduced compared to the initially planned acquisition price.

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＜Reference＞Illustration of the reduction in the planned acquisition price

(Note) The above illustration shows an expectation or the reduction in the planned acquisition price assuming the current planned acquisition timing (April 3, 2023) of The Property by RL. The actual planned acquisition timing of The Property by RL may differ. In such cases, JLF's actual planned acquisition price may differ from the above illustration.

2. Outline of the acquisition

(1) The Property (The changes from The December 22, 2021, Release are underlined.)

Property

Name of the

Date of

Date of

Acquisition

Appraisal

Seller

price

value

number

property

contract

delivery

(JPY Million)

(JPY Million)

Amagasaki

January 31,

TBD

RICOH LEASING

TBD

T-14

Logistics

4,970

2023

(Note 1)

COMPANY, LTD.

(Note 2)

Center

(Note 1) The planned date of delivery is to be a date designated by JLF that is no later than April 2, 2026.

(Note 2) The New Purchase Agreement shall make the following stipulations in the event the planned date of delivery falls under any of the following scenarios (1), (2), or (3).

1. Day before any date that would fall within the first year from the date that RL acquired the trust beneficiary rights associated with The Property. As of the time this release was written, that would be April 3, 2023, through April 2, 2024.
   JPY 4,384 million
   However, a price shall be calculated and decided that achieves a predetermined IRR for the period of time RL owns The Property.
2. Day before any date that would fall within the second year from the date that RL acquired the trust beneficiary rights associated with The Property. As of the time this release was written, that would be April 3, 2024, through April 2, 2025.
   JPY 4,302 million
   However, a price shall be calculated and decided that achieves a predetermined IRR for the period of time RL owns The Property.
3. Day before any date that would fall within the third year from the date that RL acquired the trust beneficiary rights associated with The Property. As of the time this release was written that would be April 3, 2025, through April 2, 2026.
   JPY 4,222 million
   However, a price shall be calculated and decided that achieves a predetermined IRR for the period of time RL owns The Property.

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1. Fund source To be decided.
   JLF will announce the financing method as soon as it has been decided.
2. Payment method
   Lump-sum payment on the date of delivery
   The New Purchase Agreement qualifies as a forward commitment (Note) as stipulated by the Comprehensive Guidelines for the Supervision of Financial Instruments Operators, etc., set forth by the Financial Services Agency. Please refer to "7. Financial impact on JLF in the event the forward commitment cannot be

performed" regarding the contents of the termination clause.

(Note) A post-dated acquisition contract, in which the actual transactions or closing take place one month or more after the conclusion of a contract. The same applies hereafter.

1. Property strengths
   There are no changes to the characteristics of The Property from The December 22, 2021, Release. Construction completed December 1, 2022. As such, an external view of the facility is shown.

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