Cre Logistics Reit, IncTSE: 3487

Notice Concerning Sale of Trust Beneficiary Right to Real Estate in Japan

· Issued by CRE Logistics REIT, Inc

July 20, 2022

For Immediate Release

Name of REIT Issuer:

CRE Logistics REIT, Inc.

2-10-1, Toranomon, Minato-ku, Tokyo, Japan

Tsuyoshi Ito, Executive Director

(TSE Code: 3487)

Asset Manager

CRE REIT Advisers, Inc.

Tsuyoshi Ito, President

Person of Contact:

Hirohisa Toda, Executive Officer, Head of

Corporate Planning and General Affairs

Tel: +81-3-5575-3600

Notice Concerning Sale of Trust Beneficiary Right to Real Estate in Japan

CRE Logistics REIT, Inc. ("CRE REIT") hereby announces that CRE REIT Advisers, Inc. (the "Asset Manager"), an asset management company to which CRE REIT entrusts the management of its assets, decided on July 20, 2022 to sale the trust beneficial right in the following property (the "Asset for Sale").

1. Overview of the sale

Property

Property

Anticipated

Anticipated

Anticipated

Appraisal

Category

Location

sale price

book value

gain on sale

no.

name

value

(Note 1)

(Note 2)

(Note 3)

Logistics

LogiSquare

Chitose-shi,

3,200

1,290

1,774

1,620

-related

O-2

Chitose

Hokkaido

million yen

million yen

million yen

million yen

facility

(1)

Sale and purchase agreement date / Date of determination of planned sale : July 20, 2022

(2)

Payment date / Planned sale date

: August 3, 2022

(3)

Settlement method

: To be received in lump sum upon delivery

(4)

Existence or non-existence of intermediary

: Existence. Intermediary is not considered an

interested person under the Act on Investment Trusts and Investment Corporations.

(5)

Buyer

: Please refer to "4. Buyer profile"

(Note 1) "Anticipated sale price" is the sale price set forth in the agreement on sale and purchase of the asset to be transferred. The sale price does not include national and local consumption taxes or sale costs and is rounded down to the nearest million yen. The same applies hereinafter.

(Note 2) "Anticipated book value" is the assumed book value at the planned sale date and is rounded down to the nearest million yen. The same applies hereinafter.

(Note 3) "Anticipated gain on sale" is calculated by deducting anticipated book value and expenses related to the sale from anticipated sale price and is rounded down to the nearest million yen. The same applies hereinafter.

2. Reasons for the sale

CRE REIT aims to build a portfolio that achieves long-term stable asset management by investing in

high-qualitylogistics-related facilities.

The Asset for Sale is located in a remote area and the operating costs are large compared to other areas,

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and is being sold to eliminate future uncertainties. The anticipated sale price is 97.5% higher than the appraisal value, and the gain on sale is expected to be 1,774 million yen.

3. Details of the Asset for Sale

An overview of the trust beneficiary right in real estate, the Asset for Sale, is shown in the table below.

The terms used in each column of the table are as described in the following, which is based on information as of the end of June 2022 unless otherwise provided herein.

(i) Descriptions concerning "property no." and "use"

・"Property no." consists of a number and code that indicates the type of each property. The code "M" indicates logistics-related facilities located in the Tokyo Metropolitan Area, and the code "O" indicates those located in areas other than the Tokyo Metropolitan Area.

・"Use" is the use(s) of the Asset for Sale

(ii) Descriptions concerning "Outline of specified asset"

・"Acquisition price" is the purchase price of the trust beneficiary interest set forth in the agreement for sale and purchase of the trust beneficiary interest for the Asset for Sale at the time of acquisition. The purchase price does not include national and local consumption taxes or acquisition costs.

・"Overview of trust beneficiary right" is the content of the respective trust agreement for the real estate in trust that is concluded with a trust beneficiary.

・"Location" of the land is the residence indication or the location of the building recorded in the register (one of the lot numbers, if more than one address was assigned).

・The land "area" is the area recorded in the register. This area is the entire land area for the building, whether the property is subject to co-ownership or quasi co-ownership. This area may not match actual land areas.

・"Zoning" of the land is the districts and zones prescribed in Article 8, paragraph 1 of the City Planning Act (Act No. 100 of 1968, including all subsequent amendments, the "City Planning Act").

  • "Building coverage ratio/floor-area ratio" for the land is the upper limit of the building coverage ratio determined by city planning in accordance with zoning and other factors (designated building coverage ratio) and the upper limit of the floor-area ratio (designated floor-area ratio). Where there are more than one such ratio, all such ratios are listed. The designated building coverage ratio may be relaxed or made more restrictive depending on whether there are fire-resistant buildings in the fire zone or for other reasons. The designated floor-area ratio may also be relaxed or made more restrictive due to the width of the roads adjacent to the land

or for other reasons. These ratios may differ from the actual building coverage ratio and floor-area ratio applied. ・"Type of ownership" of the land and building is the type of rights pertaining to the land and building for the

property that CRE REIT or a trustee.

・"Building structure" and "completion date for construction" of the building are the building structure and the completion date for construction in the register for the building.

・The building "total floor area" and "type" are the area and type recorded in the register for the building. This "total floor area" is the entire area for the building, whether the property is subject to co-ownership or quasi co-ownership. In addition, "total floor area" is the sum of total floor area of the main building and any annex.

・"Master lessee" is the company with which an effective master lease agreement is concluded as of today for the Asset for Sale.

・"Master lease agreement" is the type of master lease agreement (with a distinction between the pass-through type and the rent fixed type) that is concluded between the owner and the Master lessee for the Asset for Sale.

・"PM Company" is the company with which an effective property management agreement is concluded as of today for the Asset for Sale.

・"Number of tenants" is the number of tenants who lease the Asset for Sale from CRE REIT based on lease agreements as of the end of June 2022. Where a master lease agreement has been signed, "number of tenants" is the total number of end tenants with regard to any property based on a pass-through type master lease. Moreover, where an end tenant shares with a third party or subleases all of or a portion of the leased lot to a third party, such third party is not included in "number of tenants."

  • "Total leasable area" is the area of the portions that are deemed leasable based on the respective lease

agreements concerning the Asset for Sale that has been concluded or the floor plan, etc. as of the end of June 2022.

・"Occupancy rate" is the ratio expressed as a percentage of the total leased area to leasable area of the Asset for Sale as of the end of June 2022, rounded to the first decimal place.

・"Notes" are matters that are deemed to be material with respect to relationships of the rights, usage, etc. of the

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property as of today and other matters that are deemed to be material in consideration mainly of the potential impact on the appraised value of the Asset for Sale, and the profitability or disposability thereof.

(iii) Descriptions in the column for "outline of leasing"

・"Lessee," "lease form," "lease period," "leased area," "rent," "security deposit and guarantee money," "rent revision," "premature cancellation" and "penalty" are the contents of each lease agreement that has been concluded for the Asset for Sale as of the end of June 2022 (in the case of the pass-through type master lease agreement, the lease agreement with the end tenant).

・"Type of business" is the type determined upon judgment of the main products handled/business format of each tenant based on information gathered from tenants by the Asset Manager through interviews and other means usually upon conclusion of the lease agreement.

(iv) Descriptions in the column for "outline of real estate appraisal report"

・The column for "outline of real estate appraisal report" is written based on the real estate appraisal report obtained from Japan Real Estate Institute.

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LogiSquare Chitose

Property no.

LogiSquare Chitose

Category

Logistics-related facilities

O-2

Outline of specified asset

Type of specified asset

Real estate trust beneficiary

Overvie

Entrustment

July 13, 2020

right

date

w of

Mitsubishi UFJ Trust and

Acquisition date

July 13, 2020

trust

Trustee

Banking Corporation

beneficia

Trust maturity

Acquisition price

¥1,300,000,000

ry right

July 31, 2040

date

Location

1007-281 Izumisawa

Building

Steel construction, alloy coated

Chitose-shi, Hokkaido

structure

steel sheet roof, single floor

Completion

Area

49,599.00 ㎡

date for

November 9, 2017

construction

Land

Zoning

Quasi-industrial district

Building

Total floor

19,760.00㎡

area

Building coverage

60%/200%

Type

Warehouse

ratio/floor-area ratio

Type of ownership

Proprietary ownership

Type of

Proprietary ownership

ownership

Master lessee

CRE, Inc.

PM company

CRE, Inc.

Master lease agreement

Fixed

Number of tenants

1

Total leasable area

19,760.00㎡

Occupancy rate

100.0%

Notes:

Not applicable.

Outline of leasing

Type of

Security deposit

Lessee

Lease form

Lease period

Leased area

Rent

and guarantee

business

money

CRE, Inc.

Real estate

Fixed term

21.0 years

19,760.00㎡

Undisclosed

Undisclosed

business

building lease

(Note)

(Note)

Rent revision

Not allowed.

Not allowed; provided, however, that premature cancellation may be approved under unavoidable

circumstances until 11 years have elapsed since the commencement date of the lease on the

Premature

condition that the intent to prematurely cancel is notified in writing no less than six (6) months

before the intended date of premature cancellation and that a penalty for the premature cancellation

cancellation

be paid. In addition, after 11 years have elapsed since the commencement date of the lease,

premature cancellation may be approved on the condition that the intent to prematurely cancel is

notified in writing no less than six (6) months before the intended date of premature cancellation.

Until 11 years have elapsed since the commencement date of the lease, an amount equivalent to the

Penalty unpaid rent up to the date when 11 years have elapsed. No penalty after 11 years have elapsed since the commencement date of the lease.

(Note) Since the approval of the lessee for the disclosure of information has not been obtained, the information has not been

disclosed due to this unavoidable reason.

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Outline of real estate appraisal report

Property name

LogiSquare Chitose

Appraisal value

¥1,620,000,000

Real estate appraiser

Japan Real Estate Institute

Date of valuation

June 30, 2022

Items

Details

Comments, etc.

Appraisal value indicated by the

¥1,620,000,000

Appraised by applying the direct capitalization method and

income approach

the DCF (Discount Cash Flow) method.

Appraisal value based on the direct

¥1,620,000,000

capitalization method

(1) Operating Revenue

¥114,072,000

(i)-(ii)

(i) Effective gross income

¥114,072,000

(ii) Losses from vacancy, etc.

―

(2) Operational Expenses

¥28,019,000

Sum of values listed under a. to h.

a. Building maintenance costs

―

b. Utility expenses

―

c. Repair expenses

¥1,503,000

d. Property management fees

¥700,000

e. Tenant soliciting fees, etc.

―

f. Taxes and public dues

¥24,446,000

g. Insurance premiums

¥1,370,000

h. Other expenses

―

(3) Net operating income

¥86,053,000

(1)-(2)

(4) Earnings from temporary

¥285,000

deposits

(5) Capital expenditure

¥3,507,000

Net cash flow

¥82,831,000

(3)+(4)-(5)

Capitalization rate

5.1%

Appraised by taking into consideration transaction yields on

similar real estate, etc. as well as by adding and subtracting

spreads attributable to locational conditions, building

conditions, and the terms of contract of the subject real

estate to and from the yield that serves as a benchmark for

each region.

Appraisal value using the DCF

¥1,610,000,000

method

Discount rate

5.0%

Appraised by comprehensively taking into consideration the

individuality of the subject real estate with reference to the

investment yields of similar real estate.

Terminal capitalization rate

5.2%

Appraised by comprehensively taking into consideration

future trends of the investment yield, risks of the subject real

estate as an investment target, a general projection of the

future economic growth rate and trends of real estate prices

and rents, etc.

Integrated value

¥1,640,000,000

Proportion of land

20.5%

Proportion of building

79.5%

Other matters for consideration by the

None

appraiser

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