Fukuoka Reit CorporationTSE: 8968

Notice Concerning Asset Acquisition (Silent Partnership Equity Interests) (Limited Liability Company FRC2)

· Issued by Fukuoka REIT Corporation

October 17, 2025

Provisional translation only

Fukuoka REIT Corporation 1-2-25 Sumiyoshi, Hakata Ward, Fukuoka City

Yukitaka Ohara Executive Director (Securities Code: 8968)

Asset Management Company: Fukuoka Realty Co., Ltd.

1-2-25 Sumiyoshi, Hakata Ward, Fukuoka City

Yukitaka Ohara President and CEO

Inquiries: Hiroyuki Ayabe

Vice President Board of Directors and General Manager

Finance Department TEL: +81-(0)92-272-3900

Notice Concerning Asset Acquisition (Silent Partnership Equity Interests)

(Limited Liability Company FRC2)

Fukuoka REIT Corporation (FRC) announces that Fukuoka Realty Co., Ltd, an asset management company to which the company entrusts the management of its assets, decided to acquire silent partnership equity interests today.

  1. Outline of acquisition

    1. Property to be acquired: Equity interests in silent partnership that invests mainly in trust

      beneficiary interests of domestic real estate

    2. Name of Asset: Silent partnership equity interests

      in Limited Liability Company FRC2(Note1)

    3. Property held in trust: ABAS CHIKUGOMACHI, ABAS KANAYAMACHI

      (hereinafter “Properties held in trust”) (Note2)

    4. Investment Amount: 161 million yen (20.6% of total amount of equity

      investment in silent partnership)

    5. Date of Silent

      Partnership Agreement: October 29, 2025 (scheduled)

    6. Equity Interests Acquisition Date: October 30, 2025 (scheduled)

    7. Funds for Acquisition: Cash on Hand

      (Note1) The silent partnership equity interest pertains to a silent partnership for Limited Liability Company FRC2 (hereinafter “FRC2”). Regarding the details for the silent partnership equity interest, please kindly refer to “3. Overview of Asset to be acquired (1) Summary of the Silent Partnership Equity Interests”. Regarding the details for the Limited Liability Company, please kindly refer to “3. Overview of Asset to be acquired (2) Summary of Operator”.

      (Note2) FRC2 will acquire equity interests in the silent partnership as of November 4, 2025.

  2. Reason for acquisition

    The properties held in trust fall under the category of assets subject to asset management as provided for under the Articles of Incorporation of the Investment Corporation and conforms to the investment criteria of the Investment Corporation, and thus acquisition was determined based on the conclusion that the asset is appropriate for the portfolio quality from growth of asset size and stabilize earnings into the future.

    This acquisition leverages the established residential convenience of Nagasaki City's urban center, which is expected to further improve under the city's "Network-type Compact City Nagasaki" initiative, driving stable rental demand. In particular, the properties held in trust are located in Chikugo-machi and Kanaya-machi, areas that boast excellent access to public facilities such as the City Hall and Prefectural Government Office, as well as the downtown area, ensuring stable demand due to their prime location. This acquisition represents FRC's first investment project in Nagasaki City, demonstrating a commitment to portfolio expansion while continuing to evaluate potential investment opportunities across the Kyushu region.

    FRC expects to receive dividends as the investment profit backed by rental income, etc. In connection with the acquisition, FRC2 will acquire the silent anonymous partnership equity interests. FRC will be granted by the LLC a preferential negotiation right concerning the acquisition of the trust beneficiary interests (hereinafter referred to as the “Preferential Negotiation Right”) (Regarding the details, please kindly refer to “3. Overview of Asset to be acquired (1) Summary of the Silent Partnership Equity Interests Overview of the Preferential Negotiation Right”. The Preferential Negotiation Right is deemed as a right owned by FRC, and FRC is not obliged to acquire the trust beneficiary interests.

    Regarding the acquisition, FRC has evaluated the points regarding the individual characteristics of the properties held in trust which are mentioned as following.

    ABAS CHIKUGOMACHI and ABAS KANAYAMACHI are both conveniently located within walking distance of the "Nagasaki Ekimae" and "Sakuramachi" tram stops on the Nagasaki Electric Tramway, providing excellent accessibility for work and school commute. The properties are well-positioned to attract residential demand from single occupants who prioritize convenient access to public transportation, especially those working in the business area along National Route 34 or at nearby institutions such as Nagasaki City Hall.

    In particular, the area surrounding the "Sakuramachi" tram stop features an urban streetscape characterized by office buildings with retail spaces and residential apartments. The vicinity is experiencing significant development, including the construction of a large-scale integrated facility at the former Nagasaki Broadcasting Headquarters site in the northern area (scheduled for completion in 2028) and planned new facilities at the former site of Nagasaki City Hall's main building in the southeastern area. These initiatives are expected to further enhance the vibrancy of the district in the coming years.

    ABAS CHIKUGOMACHI (completed in 2011, comprising 84 units) offers a mix of 1R, 2DK, and 2LDK units, catering to demand primarily from singles, DINKs (dual-income households with no kids), and families. The property features extensive amenities, including a reheating function for bathtubs, bathroom heating/drying systems, package lockers, and free internet access.

    ABAS KANAYAMACHI (completed in 2008, comprising 72 units) provides 1K and 2DK units, with demand expected primarily from singles and DINKs households. The property boasts high-quality features such as intercom systems with monitors and dual IH stovetops.

    Both properties benefit from their proximity to tram stops as well as well-rounded features, making them highly competitive. Both properties' urban locations also ensure stable demand for rental housing close to the city center.

  3. Overview of Asset to be acquired

    FRC2

    Trust beneficiary interests in real estate in trust, etc.

    2,480 million yen

    (Note1) (Note2)

    Non-recourse loans 1,697 million yen

    Silent partnership equity, etc.

    783 million yen

    (Note3)

    1. Summary of the Silent Partnership Equity Interests

      Operator

      FRC2

      Term of the silent

      partnership agreement

      Until October 31, 2028

      Total amount of silent

      partnership equity

      783 million yen

      Overview of silent partnership agreement

      Overview of silent partnership agreement is the following.

      (Note1) FRC2 will be acquired the trust beneficiary interest in real estate in trust as of November 4, 2025.

      (Note2) The amount of the trust beneficiary interests in real estate in trust, etc. mentioned above includes the cost of acquiring the Trust Beneficiary Interests, the establishment cost of silent partnership, and the reserve fund. The appraised value of the Property is 2,401 million yen.

      (Note3) The Investment Corporation is scheduled to invest 161 million yen (20.6%) in the silent partnership equity, etc.

      *Calculation Period:From February 1 to the end of April, from May 1 to the end of July, from August 1 to the end of October, from November 1 to the end of January of each year and every three months. However, the first calculation period shall commerce from the Due Date for Investment Payment(November 4, 2025) to the end of January 2026, and the termination date shall be the last date of the final calculation period.

      *Distribution of Profit and Loss:

      The operator shall distribute the profits or the losses to the silent partners according to their respective investment ratio as of the end of each calculation period.

      Others

      Overview of the Preferential Negotiation Right

      Contents

      FRC is provided with the right to negotiate the acquisition of the trust beneficiary interests prior to other potential buyers. FRC is not obliged to acquire the trust beneficiary Interests. The purchase price is determined based on appropriate due diligence conducted in accordance with the guidelines established by the asset management company.

      Exercise period

      In the case where the Preferential Negotiation Right is exercised to purchase all or a part of the trust beneficiary interest or the properties held in trust, it must be a price reasonably estimated to achieve the target internal rate of return (IRR) and exceed the book value of the trust beneficiary

      interest or the properties held in trust.

    2. Summary of Operator

      Name

      FRC2

      Address

      2-5 Kasumigaseki 3-chome, Chiyoda City, Tokyo, Japan

      Nature of business

      Representative title

      Representative Member: General Incorporated Association FRC2

      Executive Member: Takeshi Tei

      Specified capital

      100,000 yen

      Establishment

      July 31, 2025

      Total assets

      2,480 million yen (scheduled)

      100,000 yen (scheduled)

      Relationship with FRC and asset manager

      1. Real estate acquisition, ownership, disposal, management and leasing

      2. Real estate trust beneficiary interest acquisition, ownership and disposal

      3. Others

      4. Any ancillary business related to the above items

      Capital relationship Personnel relationship Business relationship

      There is no relationship to note between FRC, the asset management company and the concerned company. Furthermore, there is no capital-related, personnel-related or transactional relationship to note between affiliates or affiliated companies of FRC,the asset management company and

      the concerned company.

      Related-party status

      The concerned company does not fall under the category of a related party of FRC or the asset management company.

      In addition, any associated persons and associated companies of the concerned company does not fall under the category of a related party of FRC or the asset management company.

    3. Summary of properties held in trust

Property Name

ABAS CHIKUGOMACHI

Property to be acquired

Real estate trust beneficiary interest

Acquisition Price

1,330 million yen

Trustee

SMBC Trust Bank Ltd. (scheduled)

Term of real estate trust

November 4, 2025 to October 31, 2035 (scheduled)

Location

4-1 Chikugo-machi, Nagasaki City, Nagasaki

Land

Area

675.02 ㎡

Zoning

Commercial area

Floor area ratio

500%

Building coverage

80%

Ownership Type

Ownership

Building

Structure/floor

Reinforced concrete, Flat roof, 13-story

Built

January 14, 2011

Total floor area

3,361.59 ㎡

Use

Multi-unit Residential Building

Ownership Type

Ownership

Constructor

OYAMA KENSETSU Co.,Ltd.

Designer

Architectural firm of the first-class Naoki Kinoshita

Building design office engaged

in structural engineering data

PAL Co.,Ltd

Organization that authorized

building construction

JAPAN ERI CO.,LTD.

Appraisal value

1,430 million yen (as of June 30, 2025)

Appraiser

Japan Valuers Co., Ltd.

Collateral after acquisition

A pledge is scheduled to be established over the trust beneficiary interest, with the

lender of a non-recourse loan to the operator serving as the pledgee

MLPM Company

Fukutoku Living Co., Ltd.

Master Lease Type

Pass-Through

Earthquake PML

3.1% (based on the assessment by JCIA Japan Construction Inspection Association

Co., Ltd.)

Special notations

None

Status of leasing (Note 1)

Total number of tenants

1 (82) (Note 2)

Total rent income (annual)

77 million yen (Note 3)

Security deposits

12 million yen (Note 4)

Leasable area

3,293.88 ㎡ (Note 5)

Total leased area

3,203.40 ㎡ (Note 5)

Occupancy rate

97.3% (Note 6)

*All figures for area, use, structure, etc. are based on the indications on the registry.

*The earthquake PML figure is based on the earthquake risk assessment report by the indicated appraiser. The figure is a representation of the reporter’s opinion, and does not guarantee the accuracy of its content.

(Note1) As for the status of leasing, the content as of the end of May 2025 is indicated.

(Note2) As the property will be leased through a pass-through master lease, the total number of tenants is indicated as 1. The total end-tenants that have concluded contracts or have applied for contracts (scheduled to conclude contracts) are indicated as of the end of May 2025.

(Note3) The figure is calculated by multiplying by 12 the total monthly rent indicated in the lease agreement with the tenant and the lease application received as of the end of May 2025.

(Note4) The figure is the sum of the amounts indicated in the lease agreements concluded with tenants as of the end of May 2025. Moreover, the figure has been rounded off to the nearest million yen. Parking lot, etc. are not included.

(Note5) Total leasable area is the area that can be leased to tenants and total leased area is the total contract area indicated in the lease agreement concluded with tenants as of the end of May 2025. and the total contract area indicated in the building lease agreement with condition precedent concluded. Moreover, parking lot, etc. are not included.

(Note6) The figure indicates the ratio of the total leased area to the leasable area and has been rounded to the first decimal place. Parking, etc. are not included.