Japan Excellent, Inc.TSE: 8987

Notice Concerning Acquisition and Transfer of Domestic Real Estate Trust Beneficiary Rights (Acquisition of ARK Hills FRONT TOWER and Transfer of JEI Hamamatsucho Building)

· Issued by Japan Excellent, Inc.

February 21, 2025

Japan Excellent, Inc. (TSE: 8987)

Kazuhiro Ono, Executive Director

Asset Management Company:

Japan Excellent Asset Management, Co., Ltd.

Representative:

Osamu Inagaki, President

Contact:

Motaharu Himeno

General Manager, Corporate Planning Dept.

TEL: +81-3-5412-7911

Notice Concerning Acquisition and Transfer of Domestic Real Estate Trust Beneficiary Rights (Acquisition of ARK Hills FRONT TOWER and Transfer of JEI Hamamatsucho Building)

Japan Excellent, Inc. (hereinafter "JEI") hereby announces that Japan Excellent Asset Management Co., Ltd. (hereinafter "JEAM"), to which JEI entrusts asset management, made a decision today regarding the acquisition (hereinafter the "Acquisition") and transfer of assets (domestic real estate trust beneficiary rights) (hereinafter the "Transfer" and, together with the Acquisition, the "Transaction") as described below.

1. Overview of the Transaction

(1) Property to Be Acquired

(a)

Property Name

ARK Hills Front Tower

(b)

Property to Be Acquired

Trust beneficiary rights in real estate

(c)

Planned Acquisition Price(Note 1)

¥17,250 million

(d)

Date of Execution of Acquisition Agreement:

February 21, 2025

February 18, 2022

(e)

Date of Acquisition(planned)

April 15, 2025

(f)

Seller

Akasaka 2-chome Godo Kaisha(Note 2)

(g)

Brokerage

None

(h)

Funding for Acquisition

Loan and funds on hand

(i)

Payment Method

Lump-sum payment upon delivery

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(Note 1) "Planned Acquisition Price" does not include consumption tax, local consumption tax or fees required for the acquisition.

(Note 2) For details of the Seller, please refer to "3. Details of the Property to Be Acquired / (4) Overview of the Seller" later in this document.

(2) Property to Be Transferred

(a)

Property Name

JEI Hamamatsucho Building

(b)

Property to Be Transferred

Trust beneficiary rights in real estate

¥9,310 million

(c)

Planned transfer value(Note 1)

¥4,189.5 million

¥5,120.5 million

(45% quasi coownership)

(55% quasi coownership)

(d)

Book value(Note 2)(Note 3)

¥7,900 million

(e)

Difference between planned

transfer value and book value

¥1,410 million

(c) - (d)(Note 2)( Note 3)(Note 4)

(f)

Date of Execution of

February 21, 2025

Acquisition Agreement

(g)

Transfer date (planned)

November 28, 2025

January 16, 2026

(h)

Date of receipt of proceeds

November,28,2025

January 16, 2026

(planned)

(i)

Party receiving transfer

Not stated because consent for disclosure has not been received by

the party receiving transfer (Note 5)

(j)

Brokerage

Yes(Nippon Steel Kowa Real Estate Co., Ltd.)

(Note 1) "Planned transfer value" does not include fees related to the transfer, the JEI share of the real estate tax and city planning tax, the consumption tax or the local consumption tax.

(Note 2) Figures under one million yen are rounded down.

(Note 3) "Book value" indicates the book value as of December 31, 2024.

(Note 4) These are reference figures calculated as the difference between planned transfer value and the book value as of December 31, 2024 and differ from the gain/loss on sale in accounting.

(Note 5) An overview of the party receiving transfer is as stated in "4. Details of the Property to Be Transferred / (2) Overview of the Party Receiving Transfer" below.

2. Background of the Transaction

The Property to be Acquired is to be acquired through the exercise of the first right of refusal (Note 1) acquired from the Seller, Akasaka 2-chome Godo Kaisha, in May 2022. The decision to acquire the property was made in order to enhance the portfolio based on the investment targets and policies stipulated in Japan Excellent's rules. For aspects that JEI recognized upon determining the acquisition of the Property, please refer to "3. Details of the Property to Be Acquired / (1) Evaluation of the Property to Be Acquired" below.

In addition, the decision to sell the property was made in light of the fact that it is 30 years old and expenses

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for future repair and renovation work is expected to increase, and that despite the standard floor size of approximately 250 tsubo, it will take time to fill the space when it becomes vacant because it has a layout that cannot be divided.

Through the Transaction, we will strive to improve the quality of our portfolio through asset replacement, and use a portion of the gain on transfer as distributions while also using them to stabilize distributions over the medium to long term.

(Note 1) See the "Notice Concerning Acquisition of a First Right of Refusal for ARK Hills Front Tower" dated May 10, 2022 fore detail on the first right of refusal.

3. Details of the Property to Be Acquired

  1. Evaluation of the Property to Be Acquired A.Location
    The Property offers excellent access to multiple Tokyo Metro subway lines, located four minutes on foot from Tameike Sanno Station on Tokyo Metro Ginza Line and Namboku Line and Roppongi 1- chome Station on Tokyo Metro Namboku Line; seven minutes on foot from Akasaka Station on Tokyo Metro Chiyoda Line. It also offers high visibility, situated along Roppongi Dori. Akasaka area where the Property is located is an international neighborhood with a concentration of foreign embassies and foreign corporations.

B. Building and Facilities

The Property is a complex facility consisting of office, residential, commercial, and car parking facilities. The Trust Asset regarding the trust beneficiary right subject to the Acquisition (hereinafter the "Trust Beneficiary Right") involves the office space and car parking and corresponding right to use the grounds (co-ownership rights and right of mutual use under contract). Standard floor for the office space is about 300-tsubo and regular-shaped, and can be divided. It offers convenience and comfort with a ceiling height of 2,800mm, OA floor of 100mm, and 95Va/m2 power capacity, as well as a rooftop garden for exclusive use by the tenants. It is also environment-friendly, achieving high energy-saving credentials with the use of Low-e glass and LED lights in common areas.

(2) Overview of the Property to Be Acquired

Property Name

ARK Hills Front Tower

Type of Specified Asset(Note 1)

Trust beneficiary rights in real estate

Trustee

Mitsubishi UFJ Trust and Banking Corporation

Trust Establishment Date

May 11,2012

Lot Number(Note 2)

2302-1 Akasaka 2-chome, Minato-ku, Tokyo and other

Location

Address

23-1 Akasaka 2-chome, Minato-ku, Tokyo

Use(Note 3)

Office, car parking, machine room

Area

Land(Note 4)

2,000.32 m2

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Building(Note 5)

24,207.77 m2

Structure(Note 2)

Steel-framed structure and steel-framed reinforced concrete

structure with flat roof B1/22F

Completion Date(Note 2)

January 24, 2011

Basic Design: Mori Building Co., Ltd., Plantec Architects, Inc.,

Yamashita Sekkei, Inc., Kenchiku Setsubi Sekkei Kenkyusho

Building Designer

Execution Design, Supervision: Taisei Corporation, Kenchiku

Setsubi Sekkei Kenkyusho

Design Manager: Plantec Architects, Inc., Yamashita Sekkei, Inc.

Constructor

Taisei Corporation

Building Certification Agency

The Building Center of Japan

Type of

Land(Note 7)

Ownership (Co-ownership)

Ownership(Note 6)

Building(Note 8)

Compartmentalized ownership (partial co-ownership)

Appraisal Value

¥17,300million

Appraisal Date

February 1, 2025

Appraiser

Japan Real Estate Institute

PML

1.8% (Based on the Building Survey Report on PML Assessment

prepared by Sompo Risk Management Inc.)

Collateral

None

Property Management Company(Note 9)

Nippon Steel Kowa Real Estate Co., Ltd., other

Master Lease Company(Note 10)

Nippon Steel Kowa Real Estate Co., Ltd.

1. For the office section on the 18th floor of the Property, an

agreement has been executed between the Trustee and other Co-

owners, which sets forth that if a co-owner is to transfer its interest

to a party other than another co-owner, a notice shall be given to

other co-owners, and other co-owners who intend to acquire such

interest must be added to the counterparties of transfer negotiation.

2. The Trust Beneficiary Rights Purchase and Sale Agreement

Other Relevant Information

between JEI and the Seller sets forth that where JEI is to sell or

otherwise dispose of the Trust Beneficiary Rights, or the Trustee is

to consider the sale of or otherwise dispose of the Trust Asset

("Sale, etc." hereinafter in this paragraph), that person shall be

notified of such fact, and if notification of has intent to acquire

from the person who initially created the trust is received within 30

days of said notification, the person who initially created the trust

shall be added to the counterparties of the Sale, etc., and be treated

in good faith.

(Note 1) The type of the Property to Be Acquired.

(Note 2) The descriptions of "Lot Number," "Structure," and "Completion Date" are based on information in the land registry for the entire building.

(Note 3) "Use" indicates the use of the space exclusively-owned or co-owned by the Trustee based on the indication on the land registry.

(Note 4) The total area for the site of the Property indicated on the land registry is stated.

(Note 5) The total floor area for the entire building indicated on the land registry is stated.

(Note 6) "Type of Ownership" indicates the type of ownership by the Trustee. "Compartmentalized ownership" means ownership of exclusively-owned spaces of a compartmentalized ownership building.

(Note 7) The Property's site area consists of 27 parcels. The Trustee has the co-ownership (co-ownership ratio: 133,053/151,449) of 19 parcels (1,514.49m2). There is no right of site pertaining to the Property site, and the management regulations stipulate that, the compartmentalized owners may mutually use sections of the site owned by other compartmentalized owners free of charge.

(Note 8) The Trustee owns office sections of the 2nd, 13th to 17th, and 19th to 21st floors, and co-owns the office section of the 18th floor (co-ownership ratio: 47,258/100,845). Total floor area for the office section is 8,752.25m2. In addition, the Trustee co-owns car

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parking section of the 1st, and 3rd to 5th floors (floor area: 2,710.35m2) (co- ownership ratio: 901,005/1,244,803), and the machine

room section of basement floor (floor area: 28.12m2).

(Note 9) For property management services for the exclusive section of the Trust Asset, Nippon Steel Kowa Real Estate Co., Ltd. is entrusted with management of the office section and machine room section, and the co-owner is entrusted with the management of the car parking section.

(Note 10) The Master Lease Company is leasing the office and machine room space of the exclusive section of the Trust Asset for sub-leasing purposes. For the car parking section, the Trustee is not a party to the lease agreement concluded with tenants and grants the authority to the co-owner to lease on its own and receives rents corresponding to the equity interest as compensation for usage income based on such right.

(3) Tenant Summary

Leasable Floor Space(Note 1)

8,974.08 m2

Leased Floor Space(Note 1)(Note 2)

8,470.98 m2

Number of Tenants(Note 3)

6

Monthly Rent(Note 4)

Not disclosed

Security Deposits and

Not disclosed

Guarantees(Note 3)

Occupancy Rate

End of June 2023

End of Dec. 2023

End of Jun. 2024

End of Dec. 2024

100.0%

94.4%

94.4%

94.4%

(Note 1) "Leasable Floor Space" and "Leased Floor Space" are calculated excluding warehouses and other annexed constructions and accompanying facilities, and space for the 18th floor [and the car parking section] are calculated by multiplying the actual area by the co-ownership ratio of the Trustee. The figures are rounded at the second decimal point. Car parking and machine room sections are exclusive section of the Trust Asset, but are excluded from the calculation as accompanying facilities. The same applies hereafter in this section.

(Note 2) Part of the Property is under own company use by the master lease company (16th floor, 345.69m². Hereinafter the "master lease company's own use portion"), and "Leased Floor Space" of the Leasable Floor Space is calculated by adding the master lease company's own use portion to the total Leased Floor Space indicated on the lease agreement executed between the master lease company and the end tenant.

(Note 3) Total number of tenants as of January 31, 2022 (including the master lease company's own use portion). For the car parking section in the exclusive section of the Trust Asset, the Trustee is not a party to the lease agreement concluded with tenants, and grants the authority to the co-owner to lease on its own, and the co-owner is leasing the space to end tenants. The number of end tenants for the car parking section is not disclosed due to an unavoidable reason as consent from the co-owner has not been obtained.

(Note 4) The figure is not disclosed as the consent by the co-owner, etc., has not been obtained.

(4) Overview of the Seller

Name

Akasaka 2-chome Godo Kaisha

Location

Tokyo Kyodo Accounting Office, 1-4-1 Marunouchi, Chiyoda-ku, Tokyo

Representative Partner: General Incorporated Association Akasaka 2-

Representative

chome

Executive Officer: Yohei Sekiguchi

Capital

¥100 thousands (as of July 31, 2024)

Net Assets

¥680 thousands (as of July 31, 2024)

Total Assets

¥12,708 million (as of July 31, 2024)

1. Acquisition, holding, disposal, leasing, and management of real estate

trust beneficiary rights;

Main Business

2. Acquisition, holding and disposal of real estate trust beneficiary rights;

3. Other businesses incidental or related to the businesses stated in each of

the preceding items.

Established

February 28, 2012

Capital

There is no capital relationship with JEI or JEAM to be

Relationship

noted.

Relationship with JEI/JEAM

Personnel

There are no personnel relationship with JEI or JEAM to be

Relationship

noted.

Business

There is no business relationship with JEI or JEAM to be

Relationship

noted. The Seller is the operator of an anonymous

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association in which JEI has invested ¥2,362 million

(49.0% of all investments in the Seller based on the silent

partnership), and JEI exercised its first right of refusal

granted when making the investment in this acquisition.

Furthermore, a subsidiary of the Nippon Steel Kowa Real

Estate Co., Ltd., Kowa Real Estate Investment Advisors,

Co., Ltd., is entrusted with the asset management business

from the Seller.

The Seller is a related party of JEI as it is a consolidated

subsidiary of its parent company Nippon Steel Kowa Real

Status as

Estate Co., Ltd., which is a related party of JEI. The Seller

Related Party

is a related party of JEAM as a consolidated subsidiary of

its parent company Nippon Steel Kowa Real Estate Co.,

Ltd.

(5) Status of Owners of Property

Status of Owners of Property

Current Owner/Beneficiary

Previous Owner/Beneficiary

Company Name

Akasaka 2-chome Godo Kaisha

Person other than a person with a

special interest

Relationship

with

Please refer to "(4) Overview of the

JEI/JEAM

Seller" above.

Background/Reasons

for

For the purpose of investment

Acquisition

Date of Acquisition

May 11,2012

Acquisition Price

Omitted because the current

beneficiary has owned the property

for more than one year.

  1. Details of Brokerage Not applicable.
  2. Conflicts of Interest of JEAM with Regard to the Property to Be Acquired

The Seller is the operator of an anonymous association in which Nippon Steel Kowa Real Estate Co., Ltd. and JEI invest, and falls under the category of "related party" as defined in the Act on Investment Trusts and Investment Corporations (hereinafter the "Investment Trusts Act"). In addition, the Seller falls under the category of "sponsor company" under its internal regulations for transactions with sponsor companies (the "Regulations for Transactions with Sponsor Companies") formulated by JEAM with the aim of eliminating potential conflicts of interest and thereby enabling it to perform proper asset management for JEI. Upon concluding the purchase agreement (the "Purchase Agreement") with said related party and sponsor company, JEAM, in compliance with the Regulations for Transactions with Sponsor Companies, has had the transaction approved at a meeting of its Compliance Committee, which includes outside experts, and deliberated and approved at a meeting of its Investment Committee.

In addition, JEI plans to appoint Nippon Steel Kowa Real Estate Co., Ltd. as the master lease company and property management company for the office portion of the Property, and in making this decision, JEAM, similarly in compliance with the Regulations for Transactions with Sponsor Companies, plans to obtain approval from its Compliance Committee, which includes outside experts, and to deliberate and

6

approve this at a meeting of its Investment Committee.

(8) Financial Impact on JEI if the Forward Commitment Cannot be Executed, etc.

The Purchase Agreement falls under "forward commitments, etc., by investment corporations(Note)" defined in the "Comprehensive Guidelines for Supervision of Financial Instruments Business Operators, etc." established by the Financial Services Agency. Furthermore, the Purchase Agreement states that if there is a violation of the provisions of the Purchase Agreement by JEI or the Seller after the Purchase Agreement is concluded, the other party may cancel the agreement after providing a period of notice to the violating party and claim an amount equivalent to 10% of the sales proceeds as a penalty. JEI has carefully considered the amount required for the acquisition, the period until delivery and the certainty of the acquisition financing method, and has decided to acquire the Property to Be Acquired based on the judgment that, for each of the factors considered, executing the transaction under the above conditions will contribute to the enhancement of unitholder value.

(Note) Referring to a postdated purchase and sales agreement under which payment and property delivery shall be made at least one month after the conclusion of the agreement, or any other agreement similar thereto.

4. Details of the Property to Be Transferred

(1) Overview of the Property to Be Transferred

Property Name

JEI Hamamatsucho Building (Property Number: I-3)

Type of Specified Asset

Trust beneficiary rights in real estate

Trustee

Sumitomo Mitsui Trust Bank, Limited

Trust Period

October 26, 2003 to June 30, 2026

Location

Lot Number

3-5 Hamamatsucho 2-chome, Minato-ku, and others

Address

2-12 Hamamatsucho 2-chome, Minato-ku, Tokyo

Use(Note 1)

Office, car parking

Type of

Land

Ownership (partially leasehold rights) (Note 3)

Ownership(Note 2)

Building

Ownership

Appraisal Value

¥8,780 million

Appraisal Date

December 31, 2024

Appraiser

Japan Real Estate Institute

Details of Leasing

Leasable Floor Space(Note 4)

6,411.29 m2

Leased Floor Space (Note 5)

6,411.29 m2

Number of Tenants(Note 6)

1(8)

Monthly Rent (Note 7)

¥36,718,000

Security Deposits and

¥452,196,000

Guarantees (Note 8)

2023

2023

2024

2024

Occupancy rate

End Jun.

End Dec.

End Jun.

End Dec.

61.2%

61.2%

74.1%

100.0%

(Note 1) "Use" is indicated as presented in the registration record.

(Note 2) The "Type of Ownership" indicates the type of rights held by the trustee for the Property to Be Transferred .

(Note 3) The area of the leased portion of land is 387.85 m2.

(Note 4) "Leasable Floor Space" indicates leasable room area (excluding car parking, warehouses, and other attached buildings and facilities, etc.) as of December 31, 2024.

7

(Note 5) "Leased Floor Space" is the leased floor space indicated in the lease agreement with the end-tenant as of December 31, 2024, out of the Leasable Floor Space.

(Note 6) The total number of tenants is listed as 1 because a master lease agreement has been concluded with The Dai-Ichi Building Co., Ltd. as the lessee, and the total number of end tenants as of December 31, 2024 is listed in parentheses.

(Note 7) "Monthly Rent" is the total amount (excluding consumption tax, etc.) of the monthly rent (including common service charges but excluding usage fees for car parking, warehouses, and other attached buildings and facilities, etc.) indicated in the lease agreements (in which the rent is stipulated on a monthly basis) that have been executed with the end tenants as of December 31, 2024, rounded down to the nearest thousand yen.

(Note 8) "Security Deposits and Guarantees" is the total amount of the balance (after deducting the amount of any portion that does not need to be returned) of the security deposits and guarantees of lessees (excluding those for car parking, warehouses, and other attached buildings and facilities, etc.) based on lease agreements executed with end tenants as of December 31, 2024, rounded down to the nearest thousand yen.

(2) Overview of the Party Receiving Transfer

The party receiving transfer of the Property to be Transferred is a special purpose company in Japan, but the party receiving transfer is not listed here because it has not given consent to disclose the details thereof. There are no noteworthy capital, personnel or business relationships between the JEI or JEAM and the party receiving transfer. Furthermore, the party receiving transfer and its related parties and affiliates are not related parties of JEI or JEAM.

(3) Details of Brokerage

Name

Nippon Steel Kowa Real Estate Co., Ltd.

Location

1-8-1 Akasaka, Minato-ku, Tokyo

Representative

Masahiro Miwa, President and CEO

Capital

¥19,824 million (as of September 30, 2024)

Net Assets

¥326,373 million (as of September 30, 2024)

Total Assets

¥1,287,318 million (as of September 30, 2024)

Main Business

Real estate business

Established

March 24, 1997

Nippon Steel Corporation

Major Shareholders

ML Estate Company, Limited

The Dai-ichi Life Insurance Company, Limited

Nippon Life Insurance Company

As of December 31, 2024, the Broker holds 134,427 units

of JEI's investment unit (10.2% of the total number of

outstanding units).

The Broker is a related party of JEI as it is a consolidated

Capital

subsidiary of its parent company Nippon Steel Kowa Real

Estate Co., Ltd., which is a related party of JEI.also holds

Relationship

4,860 shares of JEAM (54.0% of the total number of

Relationship with JEI/JEAM

outstanding shares) and falls under the category of "related

party" as defined in the "Investment Trusts Act." The

Broker is also a "sponsor company" as defined in the

Regulations for Transactions with Sponsor Companies.

Personnel

As of December 31, 2024, seven JEAM officers and

Relationship

employees are seconded from the Broker.

Business

In the fiscal period ended December 2024, JEI transferred

8

Relationship

the JEI and the Osaka Kogin Building (Land with

Leasehold Interest) to the Broker. For details, please refer

to "Notice Concerning Transfer of Domestic Real Estate

Trust Beneficiary Rights and Lease Cancellation (Kowa

Kawasaki Higashiguchi Building, Osaka Kogin Building

(Land with Leasehold Interest))" dated December 24,

2024.

Status as

The Broker is a related party of JEI.

Related Party

It is also the parent company of JEAM.

The brokerage fee paid to the Broker is ¥46,550,000 (not including consumption tax).

(4) Conflicts of Interest of JEAM with regard to the Property to be Transferred

Nippon Steel Kowa Real Estate Co., Ltd., which is the Broker for the Property to Be Transferred, falls

under the category of "related party" as defined in the Investment Trusts Act. The Broker is also a "sponsor

company" as defined in the Regulations for Transactions with Sponsor Companies. Upon concluding the

purchase agreement with said related party and sponsor company, JEAM, in compliance with the said

Regulations, has had the transaction approved at a meeting of its Compliance Committee, which includes

outside experts, and deliberated and approved at a meeting of its Investment Committee.

5. Outlook

For the impact of said acquisition on JEI's operating results for the periods ending June 2025 (from January

1, 2025 to June 30, 2025) and ending December 2025 (from July 1, 2025 to December 31, 2025), please refer

to the "Notice Concerning Financial Report for the Fiscal Period ending December 2024 (REIT)" separately

announced today.

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6. Overview of Appraisal Report

(1) Property to Be Acquired

Property Name

ARK Hills Front Tower

Appraisal Value

¥17,300million

Appraiser

Japan Real Estate Institute

Appraisal Date

February 1, 2025

(Thousands of yen(Note 1))

Appraisal Item

Appraisal

Remarks, etc.

Value

Income Approach Value(Note 2)

17,300,000

Direct Capitalization Price

17,500,000

Operating Revenue

882,025

Gross Potential

Not

Revenue

disclosed

Vacancy Loss, etc.

(Note 3)

Operating Expenses

292,040

Maintenance and

Management Fees

Property Management

Fees

Utility costs

Not

Repair costs

disclosed

Advertisement for

(Note 3)

Leasing, etc.

Taxes and Public Dues

Insurance

Other Expenses

Net Operating Income

589,985

Not

Interest Income

disclosed

(Note 3)

Capital Expenditures

37,484

Recorded taking into account the average annual amount in the

Engineering Report and the repair reserve.

Net Cash Flow

560,428

Assessed based on the base yield for the district and by

Cap Rate

3.2%

considering conditions of the property, future uncertainties and

returns of transactions in similar properties.

Discounted Cash Flow Value

17,000,000

Estimated by comprehensively considering the uniqueness of the

Discount Rate

2.8%

target property, with reference to investment returns for similar

properties, etc.

Assessed by referring to returns of transactions in similar

properties and comprehensively considering the future trend of

Terminal Cap Rate

3.4%

investment returns, risk of the property in question as an

investment target, general forecasts of future economic growth

rate, trends of real estate prices and rents, and other factors.

Cost Approach Value(Note 2)

17,700,000

Ratio of Land Value

84.0%

Ratio of Building Value

16.0%

Other matters noted by the appraiser in conducting appraisal

None

(Note 1) Amounts are rounded to the nearest thousand yen.

(Note 2) The income approach value and the cost approach value are values corresponding to the Trustee's equity interest in the land and building.

(Note 3) The operating revenue, etc. are not disclosed as the consent by the co-owner, etc. has not been obtained.

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