Japan Prime Realty Investment CorporationTSE: 8955

Notice Concerning Issuance of New Investment Units and Secondary Offering

Nov 28, 2025 at 7:07 AM UTC · Issued by Japan Prime Realty Investment Corporation

November 28, 2025

For Translation Purposes Only

For Immediate Release

Japan Prime Realty Investment Corporation Satoshi Eida, Executive Officer

(Securities Code: 8955)

Asset Management Company:

Tokyo Tatemono Realty Investment Management, Inc. Yoshihiro Jozaki, President and CEO

Inquiries: Yoshinaga Nomura, General Manager of Finance and Administration Division, Director CFO

(TEL: +81-3-3516-1591)

Notice Concerning Issuance of New Investment Units and Secondary Offering

Japan Prime Realty Investment Corporation ("JPR") announced that it resolved at the Board of Directors Meeting held today to issue new investment units and conduct a secondary offering, as outlined below.

Details

Ⅰ Issuance of New Investment Units and Secondary Offering

Issuance of New Investment Units via Offering (the "Primary Offering")
1. Total number of investment units to be offered 100,000 units
2. Issue price (offer price)
  To be determined
  (The price shall be determined by a resolution of the Board of Directors on a date (the "pricing date") between December 3, 2025 (Wednesday) and December 5, 2025 (Friday). The issue price (offer price) shall be the price at which the Primary Offering is made.)
  The issue price (offer price) for the Primary Offering will be determined by taking into consideration the market demand for the issue, provisionally calculated by applying the closing price for the investment units of JPR (the "investment unit") on the Tokyo Stock Exchange, Inc. ("Tokyo Stock Exchange") on the pricing date (if no closing price is available on that date, then the closing price for the most recent date prior to the pricing date where a closing price is available), multiplied by 0.90 to
  1.00 (resulting amounts less than 1 yen shall be disregarded)).
3. Amount to be paid in (issue value)
  To be determined
  (The price shall be determined by a resolution of the Board of Directors on the pricing date. The amount to be paid in (issue value) shall be the proceeds per investment unit that JPR receives from the underwriters mentioned under (5) below.)
4. Gross proceeds (total issue value)
  To be determined
5. Offering method
  The offering of investment units shall be via a Primary Offering, and underwritten in full by a group of underwriters of which certain Japanese underwriters are the joint lead managers and joint book runners (such certain joint book runners, the "joint book runners" and collectively, the "underwriters"). Some of the investment units to be issued above may be sold to overseas investors in the overseas markets, mainly in Europe and Asia, excluding the United States and Canada.
6. Underwriting agreement
  No underwriting commission will be payable by JPR. The aggregate amount of the difference between the issue price (offer price) and the amount to be paid in (issue value) of the Primary Offering shall be the proceeds for the underwriters.
7. Book-building period
  From December 1, 2025 (Monday) to the pricing date
8. Subscription period
  Following business day of the pricing date.
9. Payment period of deposits for new investment units
  From the following business day of the pricing date to two business days after the pricing date
10. Payment date
  A date between December 9, 2025 (Tuesday) and December 11, 2025 (Thursday), provided that it shall be four business days after the pricing date.
11. Delivery date
  The following business day of the payment date
12. Subscription unit
  One unit or more in multiples of one unit
13. The issue price (offer price) and the amount to be paid in (issue value) and other necessary items relating to the Primary Offering shall be approved at a future Board of Directors Meeting. However, any modifications or other adjustments before formal decision shall be determined at the discretion of the Executive Officer.
14. The aforementioned items shall be subject to the effectiveness of the Securities Registration Statement in accordance with the Financial Instruments and Exchange Law in Japan.
15. The underwriters plan to allot 5,500 of the investment units to be offered in the Primary Offering to
Tokyo Tatemono Co., Ltd. (the "designated purchaser"), which is a unitholder of JPR and a shareholder of the Asset Management Company, as a purchaser designated by JPR.
Secondary Offering (the "Secondary Offering through Over-Allotment")
1. Seller and the number of investment units to be offered
  The lead underwriter (the "lead underwriter"): 5,000 units
  The Secondary Offering through Over-Allotment is the offering through which the lead underwriter of Primary Offering shall offer the investment units (up to 5,000 units) borrowed from designated purchaser aside from and in connection with the Primary Offering considering demand and other factors. The abovementioned number of investment units indicates the maximum number of investment units to be offered via the Secondary Offering through Over-Allotment. Depending on demand and other factors, there may be cases where this number of investment units is reduced or the Secondary Offering through Over-Allotment itself is not conducted. The number of investment units to be offered will be determined by a resolution of the Board of Directors on the pricing date after considering demand and other factors for the Primary Offering.
2. Offer price
  To be determined
  (It will be decided by resolution of the Board of Directors Meeting held on the pricing date, and shall be the same as the issue price (offer price) of the Primary Offering.)
3. Total offer price
  To be determined
4. Offering method
  Depending on demand and other factors of the Primary Offering, the lead underwriter shall offer the investment units (the "borrowed investment units") up to 5,000 units borrowed from designated purchaser.
5. Subscription period
  It shall be the same period as that of the Primary Offering.
6. Payment period of deposits for new investment units
  It shall be the same as the payment period of advances on subscription for the Primary Offering.
7. Delivery date
  It shall be the same day as the delivery date of the Primary Offering.
8. Advances on subscription
  It shall be the same amount as the offer price.
9. Subscription unit
  One unit or more in multiples of one unit
10. The number of investment units to be offered and the offer price and other necessary items relating to the Secondary Offering through Over-Allotment shall be approved at a future Board of Directors Meeting. However, any modifications or other adjustments before formal decision shall be determined at the discretion of the Executive Officer.
11. The aforementioned items shall be subject to the effectiveness of the Securities Registration Statement in accordance with the Financial Instruments and Exchange Law in Japan.
Issuance of New Investment Units through Third-Party Allotment

Total number of investment units to be offered 5,000 units
Third party and number of investment units to be issued to the third party The lead underwriter: 5,000 units
Amount to be paid in (issue value)
To be determined
(It shall be the same price as Amount to be paid in (issue value) for the Primary Offering which shall be determined by a resolution of the Board of Directors on the pricing date.)
Gross proceeds (issue value)
To be determined
Subscription date
December 24, 2025 (Wednesday)
Payment date
December 25, 2025 (Thursday)
Subscription unit
One unit or more in multiples of one unit
Investment units for which no application for subscription has been made during the subscription date mentioned (5) above shall not be issued.
The amount to be paid in (issue value) and other necessary items relating to the third-party allotment shall be approved at a future Board of Directors Meeting. However, any modifications or other adjustments before formal decision shall be determined at the discretion of the Executive Officer.
The issue of new investment units through the third-party allotment shall not be conducted if the Primary
Offering is suspended.
The aforementioned items shall be subject to the effectiveness of the Securities Registration Statement in accordance with the Financial Instruments and Exchange Law in Japan.

< For Reference>

1. Details of the Secondary Offering through Over-Allotment

Depending on the demand and other factors of the Primary Offering, the lead underwriter may offer the investment units (up to 5,000 units) borrowed from designated purchaser.
The number of investment units to be offered through the Secondary Offering through Over-Allotment is the upper limit and may be reduced, or the Secondary Offering through Over-Allotment itself may be suspended, depending on demand and other factors.
In order to cause the lead underwriter to acquire the investment units necessary to repay the borrowed investment units by the lead underwriter upon the Secondary Offering through Over-Allotment, JPR resolved, at the Board of Directors Meeting held on November 28, 2025 (Friday), that 5,000 units be issued and allocated to the lead underwriter (the "third-party allotment") with the payment date on December 25, 2025 (Thursday).
In order to apply to return of the borrowed investment units, there may be cases where the lead underwriter may also purchase the investment units up to the number of investment units for the Secondary Offering through Over-Allotment on the Tokyo Stock Exchange (the "syndicated cover transaction") during the period from the day following the close of the subscription period for the Primary Offering and the Secondary Offering through Over-Allotment until December 22, 2025 (Monday) (the "syndicated cover transaction period"). All of the investment units purchased by the lead underwriter through the syndicated cover transaction shall be used to return the borrowed investment units. During the syndicated cover transaction period, there may be cases where the lead underwriter does not conduct the syndicated cover transaction at all or completes the syndicated cover transaction with the number of investment units that are less than the number of investment units offered through the Secondary Offering through Over-Allotment, at its own judgment.
Moreover, the lead underwriter may engage in stabilizing transactions related to the Primary Offering and the Secondary Offering through Over-Allotment. The investment units purchased through such stabilizing transactions may possibly be used, in whole or in part, in the return of the borrowed investment units.
In response to the third-party allotment, the lead underwriter plans to acquire investment units in the number determined by deducting the number of investment units purchased through stabilizing transactions and the syndicate cover transaction and used to return the borrowed investment units from the number of investments units to be offered in the Secondary Offering through Over-Allotment. Consequently, there may be cases where there will be no subscription to the investment units offered in the third-party allotment in whole or in part, and accordingly the final number of investment units placed by the third-party allotment may decrease to that extent due to forfeiture, or such allotment itself will not

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