Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 3471)
Issue date: September 10, 2024
Electronic provision measures commencement date: September 3, 2024
To Our Unitholders

Mitsui Fudosan Logistics Park Inc.
6-8-7 Ginza, Chuo-ku, Tokyo
Hiroshi Asai, Executive Director

Notice of Convocation of the 6th General Meeting of Unitholders
Mitsui Fudosan Logistics Park Inc. (“MFLP-REIT”) hereby notifies you of and requests your attendance atthe 6th General Meeting of Unitholders of MFLP-REIT to be held as outlined below.
Please note that if you are unable to attend on the day, you are entitled to exercise your voting rights in writing.
Please take the time to review the attached Reference Documents for the General Meeting of Unitholders,
indicate your vote in favor or against on the enclosed voting form and then return the voting form to arriveby 5:30 p.m. on September 27, 2024 (Friday), Japan Standard Time.
In addition, pursuant to the provisions of Article 93, Paragraph 1 of the Act on Investment Trusts andInvestment Corporations (“Investment Trusts Act”), MFLP-REIT provides for a “deemed votes in favor” inArticle 14 of the current Articles of Incorporation of MFLP-REIT as described below. Note that neither ofthe proposals submitted to this General Meeting of Unitholders falls under items set forth under Article 14,
Paragraph 2. Accordingly, please keep in mind that unitholders who do not attend on the day and do not
exercise their voting rights by the voting form will be deemed to vote in favor of each proposal at the General
Meeting of Unitholders (if several proposals have been submitted among which there are conflicting
proposals, then excluding any of such proposals), and that the number of voting rights held by thoseunitholders will be included in the calculation of the number of voting rights of the attending unitholders.
(Excerpt from the Articles of Incorporation of MFLP-REIT)
Article 14 (Deemed Votes in Favor)
1. When unitholders do not attend a general meeting of unitholders and do not exercise their voting rights,
those unitholders are deemed to vote in favor of the proposals submitted to that general meeting ofunitholders (if several proposals have been submitted among which there are conflicting proposals, thenexcluding any of such proposals).
2. The provisions of the preceding paragraph do not apply to resolutions on the proposals pertaining to anyof the following matters.
(1) Dismissal of executive directors, supervisory directors or independent auditors(2) Dissolution(3) Approval for cancellation of an asset management agreement by the asset management company(4) Cancellation of an asset management agreement by the investment corporation(5) Amendments to the articles of incorporation (however, limited to establishment, revision or abolitionof provisions in relation to deemed votes in favor)
3. The number of voting rights held by the unitholders who are deemed to vote in favor of the proposals
pursuant to the provisions of Paragraph 1 is included in the calculation of the number of voting rights of
the attending unitholders.

-1-Upon convening the General Meeting of Unitholders, measures for electronic provision are taken for the
information (the matters for which measures for electronic provision are taken) contained in the Reference
Documents for the General Meeting of Unitholders and other documents by posting on the internet on MFLPREIT’s corporate website as “Notice of Convocation of the 6th General Meeting of Unitholders,” and thus
available to check by accessing MFLP-REIT’s corporate website below. All unitholders are also sent theReference Documents for the General Meeting of Unitholders and other documents in paper format,
regardless of whether or not they have requested delivery of the documents be in paper format.
MFLP-REIT’s corporate website
https://www.mflp-r.co.jp/en/ir/meeting.html
Aside from the website above, the matters for which measures for electronic provision are taken are also
posted on the Tokyo Stock Exchange (TSE) website, and thus available to check by accessing the TSE
website below, searching by inputting the issuer name (REIT name) or securities code and navigating to“Basic information” → “Documents for public inspection / PR information” → “Notice of General Meetingof Unitholders / Informational Materials for a General Meeting of Unitholders.”
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show-2-

Details
1. Date and time:

September 30, 2024 (Monday) 1 p.m. (JST)

2. Venue:

Room 7 and 8, Otemachi Mitsui Conference
Otemachi One MITSUI & CO. Building 4F
1-2-1 Otemachi, Chiyoda-ku, Tokyo

Please ensure that you have the right venue by checking with the “Mapto the Venue of the 6th General Meeting of Unitholders” (available inJapanese only) at the end of this document beforehand.
3. Agenda of the General Meeting of Unitholders
Matters for Resolution
Proposal No. 1: Approval of the Merger Agreement with Advance Logistics Investment
Corporation
Proposal No. 2: Partial Amendments to the Articles of IncorporationEnd If a vote in favor or against is not indicated for each proposal on a returned voting form, it is treated as indicating a vote infavor.
 Upon your attendance on the day, please submit the enclosed voting form to the reception at the venue.
 Unitholders are requested to bring this notice when attending the Meeting, so as to enable us to save our resources.
 If exercising voting rights by proxy, you are entitled to have one other unitholder with voting rights attend the General
Meeting of Unitholders as your proxy. Please submit a document evidencing the authority of proxy, along with the voting
form, to the reception at the venue.
 If there are any amendments to the matters for which measures for electronic provision are taken, a statement to that effect,
the matters before amendment and the matters after amendment will be posted on the internet on MFLP-REIT’s corporatewebsite and the TSE website mentioned earlier in this document.
 No gifts will be prepared for the attendees of the General Meeting of Unitholders. Your understanding would be greatly
appreciated.
 The results of resolutions of the General Meeting of Unitholders will be posted on MFLP-REIT’s corporate website(https://www.mflp-r.co.jp/en/ir/meeting.html) as notice of resolutions of the General Meeting of Unitholders.

-3-Reference Documents for the General Meeting of Unitholders
Proposals and Reference Matters
Proposal No. 1:

Approval of the Merger Agreement with Advance Logistics Investment Corporation

On August 5, 2024, MFLP-REIT and Advance Logistics Investment Corporation (“ADL”; MFLP-REIT and
ADL are collectively referred to as “Each REIT”) resolved to undertake an absorption-type merger, with
November 1, 2024 as the effective date of the merger, whereby MFLP-REIT will be the surviving corporation
and ADL will be the dissolving corporation in the merger (the “Merger”), and executed a merger agreement(the “Merger Agreement”) to that effect. All unitholders are requested to agree to the purpose for the Merger
as described below and approve the Merger Agreement.
1. Purpose of the Merger
Looking at the Japanese economy, while being impacted by the sluggish pace of recovery of the global
economy, its growth in exports and corporate activity has contributed to a gentle recovery trend since
the convergence of the novel coronavirus disease (COVID-19). On the other hand, although the Bankof Japan has been normalizing its monetary policy as economic and social activities recover, in theforeign exchange market, the yen has been weakening against the backdrop of widening real interest
rate differentials, and the current market environment remains uncertain due to inflation, currency
depreciation, and concerns about rising interest rates.
In such environment, the current Real Estate Investment Trust Securities Market (the “J-REIT
market”) of Tokyo Stock Exchange, Inc. (“Tokyo Stock Exchange”) continues to be unstable, due
to concerns about the ability to cope with inflation, such as rent increases, and rising long-term interest
rates.
MFLP-REIT listed on the J-REIT market section of Tokyo Stock Exchange in August 2016, sponsoredby Mitsui Fudosan Co., Ltd. (“Mitsui Fudosan”), one of the Japan's leading comprehensive
developers. MFLP-REIT has established a strategic partnership with Mitsui Fudosan in the logistics
facilities business. Within the value chain of Mitsui Fudosan's logistics facilities business, which
includes development (development of logistics facilities), management (management and operationof logistics facilities) and holding (holding of logistics facilities), the holding function will be
conducted by MFLP-REIT. The basic policy is to aim to maximize unitholder value through the MFLPREIT’s sustained growth, aligning with, under such function, Mitsui Fudosan's logistics facilities
business that has high growth potential. MFLP-REIT has repeatedly achieved steady external growththrough public offerings, and as of August 5, 2024 manages a portfolio consisting of a total of 30
properties (total acquisition price: 399,754 million yen), with a total number of investment units issued
and outstanding of 608,000 units.
ADL listed on the J-REIT market section of Tokyo Stock Exchange in September 2018, sponsored by
ITOCHU Corporation (“ITOCHU”), a major general trading company, and ITOCHU Property
Development, Ltd. (ITOCHU Property Development), comprehensive developer affiliated with the
ITOCHU Group (the corporate group consisting of ITOCHU Corporation, consolidated subsidiaries
and equity-method affiliates; hereinafter the same applies). Based on the "Realty and Logistics
Platform," which consists of real estate and logistics functions of ITOCHU Group, ADL owns andmanages logistics real estate through competitive advantages in property supply and leasing support,
leveraging the Group-wide Merchant Channel Platform of ITOCHU Corporation's broad customer
network covering approximately 100,000 companies. ADL as of August 5, 2024 manages a portfolio
consisting of a total of 16 properties (total acquisition price: 139,230 million yen), with a total numberof investment units issued and outstanding of 674,400 units.
Each REIT has managed their properties by taking advantage of their respective characteristics, aiming
to secure stable earnings and steady growth of assets under management over the medium to long term.
At the same time, however, they are aware of common challenges.
In other words, Each REIT recognizes the issues that expected yields on advanced logistics facilities,
the main investment targets, remain low due to their scarcity and high liquidity, and that opportunities
for large-scale property acquisitions through public offerings are limited, coupled with deteriorating J-4-

REIT market conditions against a backdrop of concerns over rising interest rates due to changes in the
Bank of Japan's monetary policy.
Under these circumstances, MFLP-REIT and ADL have agreed to begin discussions regarding theMerger in March 2024, and have carefully considered the Merger, as a measure to address these issues
and to contribute to the continuous growth of unitholders’ value in respect of each of MFLP-REIT
and ADL. As a results, Each REIT reached the common understanding that the Merger is the best
measure to contribute to the growth of unitholders’ value in respect of each of MFLP-REIT and ADL
and entered into the Merger Agreement.
Each REIT considers that the Merger has the following rationale:(1) Expanded asset size to elevate market presence
As a result of the Merger, the asset size after the Merger (Note) will increase to 49 properties and576.5 billion yen ((anticipated) acquisition price basis), and its presence in the J-REIT market will
be enhanced. Furthermore, investment unit liquidity will be improved due to the expansion of asset
size. While the J-REIT market is currently in a slump, making external growth difficult, the Merger
will realize rapid expansion of the asset size and achieve MFLP's medium-term asset size target of
500 billion yen. We will continue to aim for continuous external growth that contributes to theenhancement of unitholder value and aim for sustainable growth as a representative of dedicatedlogistics J-REIT.
(Note) MFLP is scheduled to acquire three properties (total anticipated acquisition price: 10,763 million yen) on November 1, 2024,
the effective date of the Merger, subject to the Merger taking effect. The above asset size is the figure after the acquisitionof the said assets.

(2) Better stability resulting from advances in portfolio diversification
With the expansion of the number of properties through the Merger, portfolio diversification will
progress, and income stability will improve. After the Merger, the top 5 property ratio ((anticipated)acquisition price basis) will decrease from MFLP-REIT 34.7% and ADL 72.9% to 30.3% and the
top 5 tenant ratio (leased area basis) will also remain low from MFLP-REIT 27.4% and ADL 70.7%
to 29.8% due to the Merger, thus improving the stability of income.
(3) Dual sponsorship structure with comprehensive developer and general trading company
Sponsor support will be strengthened by the dual sponsorship structure consisting of Mitsui Fudosan, acomprehensive developer, and ITOCHU Group, a general trading company. We will maintain our focus
on quality by incorporating, through the Merger, the dual brands of Mitsui Fudosan Logistics Park and i
Missions Park, which denote advanced logistics facilities, and aim to enhance unitholder’s value by
external and internal growth through further strengthening of property pipeline supply capability andleasing capability by maximally leveraging both sponsors’ platforms and networks.

２. Summary of the contents of the Merger Agreement
As described in Attachment Ⅰ hereto.
３. Summary of the contents of the matters set forth in Items 1 to 3, Article 194 of the Regulation for
Enforcement of the Act on Investment Trusts and Investment Corporations(1) Matters regarding appropriateness of provisions for number of investment units of the surviving
corporation delivered to the unitholders of the dissolving corporation in lieu of their investment
units by the surviving corporation for the absorption-type merger or calculation method of numberof such investment units and total amount of unitholders’ capital of the surviving corporation
and allocation of investment units of the surviving corporation to unitholders of the dissolving
corporation(ⅰ) Matters regarding appropriateness of provisions for number of investment units of the surviving
corporation delivered to the unitholders of the dissolving corporation in lieu of their investment
units by the surviving corporation for the absorption-type merger or calculation method of
number of such investment units and allocation of investment units of the surviving corporation
to unitholders of the dissolving corporation① Number of investment units of the Investment Corporation or amount of money to be allocatedfor investment unit of ADL-5-

MFLP-REIT

ADL(Surviving corporation in theabsorption-type merger)(Dissolving corporation in theabsorption-type merger)
1.168(Reference)
Before the Split of Investment
Units (as defined in Note 2
below, hereinafter the same)
0.292

Allocation of investment
units under the Merger

1(Note 1) The number of new MFLP-REIT investment units to be issued as a result of the Merger: 787,699 units (planned)(Note 2) MFLP-REIT plans to split one investment unit into four investment units with October 31, 2024 as the record date for the
split of investment units and November 1, 2024 as the effective date of the split (the “Split of Investment Units”); themerger ratio shown above and the number of the new Investment units MFLP-REIT will allocate and deliver are subject
to the Split of Investment Units taking effect. If 0.292 MFLP-REIT investment units are allocated and delivered against
1 ADL investment unit on the basis of the merger ratio before the Split of Investment Units, there will be many unitholders
of ADL being allocated fractions of less than one MFLP-REIT investment unit. To make it possible for unitholders of
ADL to continue holding MFLP-REIT investment units after the Merger, a split of MFLP-REIT investment units will be
carried out prior to the Merger taking effect, in the ratio of four MFLP-REIT investment units to one MFLP-REIT
investment unit for the purpose of delivering to all unitholders of ADL at least one MFLP-REIT investment unit, and1.168 MFLP-REIT investment unit will be allocated and delivered for every one ADL investment unit.
(Note 3) Fractions of less than one unit will be generated for the number of investment units to be allotted to the unitholders of
ADL through the allotment of 1.168 units of MFLP-REIT per unit of ADL. These fractional units will be sold through amarket transaction in accordance with statutory provisions, and the proceeds from the sale will be delivered to theunitholders who hold fractions, in proportion to the size of their fractional holding.
(Note 4) In addition to the above investment units, instead of cash distributions to the unitholders of ADL for ADL’s final fiscal
period ending on the day immediately prior to the effective date of the Merger, MFLP-REIT will, within a reasonable
period after the effective date of the Merger, make a cash distribution to the unitholders listed or recorded on the final
unitholders register of ADL as of the day immediately prior to the effective date of the Merger (excluding the unitholders
of ADL who have demanded the purchase of their investment units pursuant to the provisions of Article 149-3 of the Act
on Investment Trusts and Investment Corporations (Act No. 198 of 1951, as amended, the “Investment Trusts Act”)(excluding unitholders who have withdrawn such demand for purchase)) (the “Allotted Unitholders”), in an amountequivalent to the cash distributions for the fiscal period (the payment will be the amount of distributable profit of ADL asof the day immediately prior to the effective date of the Merger divided by the number of investment units that is obtainedby deducting (a) the number of investment units held by the unitholders other than the Allotted Unitholders from (b) the
number of investment units issued and outstanding of ADL, as of the day immediately prior to the effective date of the
Merger (such calculated amount being rounded down to the nearest whole yen)).

② Basis for the Calculation
For the purpose of determining the merger ratio to be adopted in the Merger, in view of ensuring
fairness, MFLP-REIT and ADL respectively appointed a financial advisor for the Merger andrequested each financial advisor to perform a financial analysis of the merger ratio. MFLP-REIT
appointed Daiwa Securities Co., Ltd. (“Daiwa Securities”), and ADL appointed SMBC Nikko
Securities Inc. (“SMBC Nikko Securities”).
The summaries of the analyses respectively conducted by Daiwa Securities and SMBC Nikko
Securities indicate figures prior to taking into consideration the Split of Investment Units, by
MFLP-REIT, of one investment unit into four investment units as mentioned above in “①
Number of investment units of the Investment Corporation or amount of money to be allocatedfor investment unit of ADL”.
Because the investment units of Each REIT are respectively listed on the Tokyo Stock Exchange
and the market prices are available, Daiwa Securities conducted the historical unit price analysis.
Because there are multiple listed investment corporations comparable to Each REIT andanalogical estimates of the investment unit values based on the comparable investment
corporations are possible, Daiwa Securities also conducted the comparable trading multiple
analysis. In addition, Daiwa Securities conducted the dividend discount model analysis(“DDM”) to reflect future business activities of Each REIT, and for the purpose of reflecting
the market values of the properties held by Each REIT, Daiwa Securities also conducted the-6-adjusted net asset value analysis. A summary of the results of the calculations by Daiwa
Securities is as follows.
Valuation Approach

MFLP-REIT

ADL

Historical Unit Price Analysis

1

0.276～0.281

Comparable Trading Multiple Analysis

10.280～0.338

DDM Analysis

10.216～0.326

Adjusted Net Asset Value Analysis

1

0.346

In the historical unit price analysis, the closing prices of investment units as of the base date forcalculation and the simple average of the closing prices of investment units for the one-month
period, three-month period and six-month period from August 2, 2024, which is set as the basedate for calculation, has been adopted, after taking into account the recent status of market
transactions of the investment units of Each REIT.
In the future profit plans of Each REIT assumed in DDM by Daiwa Securities, there is no fiscal
year in which a significant increase or decrease in income is expected in Each REIT’s profit
plan.
For details of the supplemental explanation regarding the assumptions and disclaimers of Daiwa
Securities’ analysis, please refer to (Note 1) at the end of this section.
SMBC Nikko Securities has determined to adopt valuation methods to calculate the merger ratio
based on its own analysis on the financial information of Each REIT as well as the terms andconditions of the Merger. Because the investment units of Each REIT are respectively listed on
the Tokyo Stock Exchange and the market prices are available, SMBC Nikko Securities
conducted the historical unit price analysis. Because there are multiple listed investment
corporations comparable to Each REIT and analogical estimates of the investment unit values
based on the comparable investment corporations are possible, SMBC Nikko Securities also
conducted the comparable trading multiple analysis. In addition, SMBC Nikko Securities
conducted the dividend discount model analysis (“DDM”) as a method of valuation andanalysis of the investment unit values based on dividends that unitholders of Each REIT are
expected to receive in the future, and for the purpose of reflecting the market values of theproperties held by Each REIT, SMBC Nikko Securities also conducted the adjusted net asset
value analysis. A summary of the results of the calculations by SMBC Nikko Securities is asfollows.
Valuation Approach

MFLP-REIT

ADL

Historical Unit Price Analysis

10.28～0.28

Comparable Trading Multiple Analysis

10.26～0.40

DDM Analysis

10.25~0.42

Adjusted Net Asset Value Analysis

1

0.33

In the historical unit price analysis, the simple average of the closing prices of investment units
for the one-month period, three-month period and six-month period from August 2, 2024, which
is set as the base date for calculation, has been adopted, after taking into account the recent statusof market transactions of the investment units of Each REIT.
In the future profit plans of Each REIT assumed in DDM by SMBC Nikko Securities, there isno fiscal year in which a significant increase or decrease in income is expected in Each REIT’s
profit plan.
For details of the supplemental explanation regarding the assumptions and disclaimers of SMBC
Nikko Securities’ analysis, please refer to (Note 2) at the end of this section.
(Note 1) In analyzing the merger ratio, Daiwa Securities has assumed that all of the information under analysis andconsideration (including, but not limited to, the information provided by Each REIT and the publicly available
information) was accurate and complete and shall not bear the obligation to verify the accuracy or completeness of suchinformation. In analyzing the merger ratio, Daiwa Securities did not make any independent valuation, appraisal orassessment of all of the assets or liabilities (including, but not limited to, derivative financial instruments, off-balancesheet assets or liabilities, or any other contingent liabilities) of Each REIT, including analysis and valuation of their-7-individual assets and liabilities, nor shall Daiwa Securities bear the obligation to request a third-party institution for any
such valuation, appraisal or assessment. In analyzing the merger ratio, Daiwa Securities has assumed that the financial
forecasts provided by Each REIT has been prepared on the reasonable premises on the basis of the best currently
available estimates and judgments of the respective managements of Each REIT and shall not bear the obligation to
verify the accuracy and viability of the relevant financial forecasts.
(Note 2) In analyzing the above merger ratio, SMBC Nikko Securities has relied on the information provided by Each REIT
and publicly available information assuming that all such materials and information are accurate and complete, without
independent verification of the accuracy or completeness of those materials and information. In addition, SMBC Nikko
Securities did not make any independent valuation, appraisal, or assessment of the assets or liabilities (including offbalance-sheet assets and liabilities and any other contingent liabilities) of Each REIT, nor has SMBC Nikko Securities
requested any such appraisal or assessment from a third-party institution. Further, SMBC Nikko Securities has assumed
that the financial projections provided by Each REIT has been prepared in a reasonable manner to reflect the best
currently available estimates and judgments by the management of Each REIT. The analysis of the above merger ratio
by SMBC Nikko Securities was based on the above information that was available as of August 2, 2024. SMBC Nikko
Securities has prepared its analysis solely for the Board of Directors of ADL for the purpose of deliberating the Merger,
and the analysis may not be relied upon or used for any other purpose or by any other third party. In addition, SMBC
Nikko Securities will not provide any opinion or recommendation on voting by any of the unitholders of Each REIT
with respect to the Merger or any other proposed transaction.

③ Background of the Calculation
After comprehensively taking into account the financial results, status of assets and liabilities,
future prospects of the business, synergies to be created by the Merger and the results of thefinancial analysis conducted by the financial advisors for MFLP-REIT and ADL and discussing
and negotiating meticulously, MFLP-REIT and ADL executed the Merger Agreement, as they
determined the above-mentioned merger ratio to be appropriate.
④ Relationship with the Financial Advisors
Neither Daiwa Securities nor SMBC Nikko Securities falls under the definition of an“Affiliated Party” of MFLP-REIT or ADL as set forth in Article 67, Paragraph 4 of theOrdinance Regarding Calculation of the Investment Corporation (Cabinet Ordinance No. 47 of2006, as amended) and has no significant interest to note in connection with the Merger.
Although SMBC Nikko Securities is a member of the same corporate group of Sumitomo Mitsui
Financial Group, Inc. as Sumitomo Mitsui Banking Corporation (“SMBC”), which conducts
financing transactions and other normal banking operations with MFLP-REIT and ADL, ADL
has appointed SMBC Nikko Securities as its financial advisor and third-party valuation firm.
This decision was made in consideration of the following reasons:
1. SMBC Nikko Securities’ established track record as a third-party valuation firm;
2. The implementation of prescribed information barrier measures between the department
responsible for calculating the merger ratio and other departments within SMBC Nikko
Securities, as well as between SMBC Nikko Securities and SMBC, as a conflict prevention
measure; and3. The maintenance of ADL’s and SMBC Nikko Securities’ independence as financial
advisor and third-party valuation firm, due to their engagement in transactions under the sameterms and conditions as those with general business partners.
Based on these considerations, it has been determined that SMBC Nikko Securities’
independence as a financial advisor and third-party valuation firm is sufficiently ensured, andthat there are no particular issues with ADL requesting SMBC Nikko Securities to calculate themerger ratio. Consequently, ADL has appointed SMBC Nikko Securities as a financial advisor
and third-party valuation firm.
⑤ Measures to Ensure Fairness(a) Measures to Secure Fairness in the Course of Considering Pros and Cons of Merger andMerger Ratio
Neither MFLP-REIT nor ADL holds any investment units of the other party and there are no
capital ties between them. In addition, during the course of the discussion about the Merger,
there is no special capital relationship among Mitsui Fudosan Logistics REIT Management-8-

Co., Ltd. (“MFLM”), which is the asset management company for MFLP-REIT, ITOCHUREIT Management Co., Ltd. (“IRM”), which is the asset management company for ADL,
and their shareholders, and they have no mutual material interest. Accordingly, MFLP-REIT
and ADL have, on an arm’s length basis, agreed upon the execution of the Merger Agreement
including the merger ratio after discussions and negotiations, as set forth in ③ above.
In addition, in the course of considering the Merger, MFLP-REIT has timely reported thestatus of the consideration to the Board of Directors of the investment corporation, which isconstituted by one executive director and two supervisory directors, whose independence froman asset management company has been ensured under the Investment Trusts Act. Further,
important matters to be considered are deliberated and approved by the Board of Directors of
the investment corporation.
ADL has timely reported the status of the consideration to the Board of Directors of theinvestment corporation, which is constituted by one executive director and three supervisory
directors, whose independence from an asset management company has been ensured underthe Investment Trusts Act. Further, important matters to be considered are deliberated andapproved by the Board of Directors of the investment corporation.
Furthermore, MFLP-REIT has appointed Nagashima Ohno & Tsunematsu and ADL has
appointed Mori Hamada & Matsumoto, as a legal advisor for the Merger, and MFLP-REIT
and ADL have respectively received advice on matters including the procedures for the Merger,
the method and procedures for making decisions.
(b) Measures to Secure Fairness in the Calculation of the Merger Ratio
As described in items ① through ③ above, MFLP-REIT and ADL requested theirrespective financial advisors to conduct a financial analysis regarding the merger ratio. In
determining the appropriate merger ratio, MFLP-REIT and ADL considered various factors
including the financial analyses conducted by their respective financial advisors.
In order to ensure the fairness of the Merger, MFLP-REIT has retained Daiwa Securities,
which is an independent third-party financial advisor, for its unitholders, and obtained a reportof merger ratio analysis, in which analyses of allotment of units in the Merger were conductedfrom a financial viewpoint under certain assumptions. Given the above, the Board of Directorsof MFLP-REIT has determined that measures for ensuring the fairness of the Merger wereadequately implemented.
In order to ensure the fairness of the Merger, ADL has retained SMBC Nikko Securities, which
is an independent third-party financial advisor, for its unitholders, and obtained a report ofmerger ratio analysis, in which analyses of allotment of units in the Merger were conductedfrom a financial viewpoint under certain assumptions. Given the above, the Board of Directorsof ADL has determined that measures for ensuring the fairness of the Merger were adequately
implemented.
It should be noted that neither of MFLP-REIT nor ADL obtained a written opinion (so-calleda “fairness opinion”) from the relevant financial advisor to the effect that the merger ratio
is financially suitable for each unitholder of each investment corporation.
(ⅱ) Matters regarding appropriateness of provisions for unitholders’ capital of the surviving
corporation in the absorption-type merger
The amount of the total unitholders’ capital and the capital surplus of MFLP-REIT to be
increased upon the Merger shall be as follows; provided, however, that Each REIT may changesuch amount upon agreement through consultation, taking into consideration the financial
conditions of MFLP-REIT and ADL on the day before the effective date.
① Unitholders’ Capital: 0 yen② Capital Surplus: The amount obtained by deducting the amount set forth in ① above fromthe amount of increase or decrease in the unitholders’ equity, etc., set forth in
Article 22, Paragraph 1 of the Investment Corporations Accounting Ordinance(2) Matters concerning the dissolving corporation in the absorption-type merger (ADL)(ⅰ) Details of financial statements, asset management reports, and financial statements of cash
distributions pertaining to the final fiscal period
As described in Attachment Ⅱ hereto.
-9-(ⅱ) Details of material asset disposals, assumption of material debts and other events that materiallyaffect the condition of assets after the last day of the final fiscal period① Borrowing of Funds
ADL made the following borrowings to fund the acquisition of real estate trust beneficiaryinterests (LOGITRES Sano) described below in "② Acquisitions of Assets" and expenses
related to such acquisition.
Category（Note 1）

LenderBorrowingAmount（Millions ofyen）Long-term

The Chiba
Bank, Ltd

1,500

Base interest
rate + 0.280%(Note 2)

1,500

－

Total

Interest Rate Borrowing Date

Repayment
Date

Repayment
MethodCollateral

Bulletrepayment

Unsecured andnon-guaranteed－－

April 2, 2024 March 31, 2031－－

(Note 1) “Short-term” refers to a borrowing period of no more than one year from the borrowing date to the repayment
date, and “long-term” refers to a borrowing period of more than one year from the borrowing date to the repayment
date.
(Note 2) The base interest rate is the three-month Japanese yen TIBOR (calculated on a 365-day basis) announced by the
TIBOR Administration of the Japan Bankers Association (JBA).

ADL made the following borrowings to finance the acquisition of real estate trust beneficiaryinterests (T&B Maintenance Center Matsue and T&B Maintenance Center Toyama) as
described below in "② Acquisitions of Assets" and to fund expenses related to such acquisition.
Category（Note 1）

Short-term

LenderBorrowingAmount（Millions ofyen）Interest Rate Borrowing Date

Repayment
Date

Repayment
MethodCollateral

Sumitomo
Mitsui Banking
Corporation

2,300

Base interest
rate + 0.150% August 1, 2024
(Note 2)

November 1,
2024

Bulletrepayment

Unsecured andnon-guaranteed

－

－

－

Total

2,300

－

－

(Note 1)“Short-term” refers to a borrowing period of no more than one year from the borrowing date to the repayment date,and “long-term” refers to a borrowing period of more than one year from the borrowing date to the repayment date.
(Note 2) The base interest rate is the one-month Japanese yen TIBOR (calculated on a 365-day basis) announced by the
TIBOR Administration of the Japan Bankers Association (JBA).

② Acquisition of assets
ADL signed the trust beneficiary right purchase agreement for acquisition of real estate trust
beneficiary interests of LOGITRES Sano on October 3, 2023 and acquired the interests on April
2, 2024.
Property type

Property number

Property nameLocation

Acquisition price(millions of yen)
(Note 1)

Acquisition date

Logistics real estate

L-14

LOGITRES Sano

Sano City,
Tochigi Prefecture

1,670

April 2, 2024

(Note 1) The “Acquisition price” is the purchase price of the relevant asset acquired as indicated in the agreement for thesale and purchase of the trust beneficiary interest for the relevant asset. The purchase price does not include acquisition
costs, consumption tax or local consumption tax.

ADL signed the trust beneficiary right purchase agreement for acquisition of real estate trust
beneficiary interests of T&B Maintenance Center Matsue and T&B Maintenance Center
Toyama on June 26, 2024 and acquired the interests on August 1, 2024.
Property type

Property number

Other real estates

I-01

Other real estates

I-02

Property nameLocation

T&B Maintenance Matsue-city, Shimane
Center Matsue
Prefecture
T&B Maintenance Toyama City, Toyama
Center Toyama
Prefecture- 10 -

Acquisition price(millions of yen)
(Note 1)

Acquisition date

1,884

August 1, 2024

2,454

August 1, 2024

(Note 1) The “Acquisition price” is the purchase price of the relevant asset acquired as indicated in the agreement for thesale and purchase of the trust beneficiary interest for the relevant asset. The purchase price does not include acquisition costs,
consumption tax or local consumption tax.

ADL signed the trust beneficiary right purchase agreement for acquisition of real estate trust
beneficiary interests of iMissions Park Atsugi 2, iMissions Park Kazo and iMissions Park
Yoshikawa Minami on August 5, 2024.
Property nameLocation

Planned acquisition
price(millions of yen)
(Note 1)

Property type

Property number

Logistics real estate

L-15

iMissions Park Atsugi
Isehara City,
2
Kanagawa Prefecture

4,712

Logistics real estate

L-16

iMissions Park Kazo

Kazo City,
Saitama prefecture

3,031

Planned acquisition
date
November 1, 2024 ora date to be separately
agreed with the seller
November 1, 2024 ora date to be separately
agreed with the seller

iMissions Park
November 1, 2024 or
Yoshikawa Minami
Yoshikawa City,
Logistics real estate
L-17
3,019
a date to be separately(50% quasi coSaitama prefectureagreed with the seller
ownership)（Note 1）"Planned acquisition price" is the purchase price of the assets to be acquired stated in the trust beneficiary interests
purchase agreement for the assets to be acquired. The purchase price does not include consumption tax, local consumption
tax, and other expenses required for the acquisition.

③ Change of tenant（Dissolution of lease and new lease agreement）
On March 12, 2024, ADL received a notification from e-LogiT co., ltd., which is a tenant at
ADL’s investment assets iMissions Park Misato and iMissions Park Tokyo Adachi, that it
would cancel the lease contract prior to the scheduled lease end date. The midterm cancellationof the said lease contract is expected to have an impact on ADL’s financial position andoperating results from the 12th fiscal period onwards and the impact is currently being calculated.
Tenant Namee-LogiT Co., Ltd.

Property Name

① iMissions Park Misato② iMissions Park Tokyo Adachi

Lease area

① 22,664.74 ㎡② 27,979.20 ㎡

Percentage of the total leasable area ofthe property

100.0％ for both ① and ②

Percentage of total leasable area of ADL(Note 1)① 4.4％② 5.4％

Lease cancellation date

A date yet to be determined(Note 1) Cancellation area as a percentage of ADL total leas able area of 519,171.55 ㎡ as of the end of February 2024.
(Note 2) Rents, deposits and guarantees are not disclosed because the tenant's consent has not been obtained.

IRM decided to conclude a new fixed-term building lease agreement for iMissions Park Tokyo
Adachi, which is owned by ADL, on June 28, 2024.
Tenant Name

Not disclosed (Note 1)

Leased floor area

14,186.15 ㎡

Ratio of the leased area to the total leasable area of the property

50.7％

Ratio of the leased area to the total leasable area of the Fund

2.7％(Note 2)

Annual rentNot disclosed (Note 1)

Deposits and guarantees

Not disclosed (Note 1)

Contract execution dateJune 28, 2024

Contract period

July 1, 2024 - June 30, 2029

- 11 -

(Note 1) As the consent for disclosure has not been obtained from the tenant, it is not stated as the case where disclosure is
not possible due to unavoidable circumstances.
(Note 2) Ratio of leased area to the total leasable area of 526,285.75 ㎡ of all assets owned by ADL as of June 28, 2024.

④ Execution of the Absorption-type Company Split Agreement between asset managementcompany
MFLM, the asset management company to which MFLP-REIT entrusts its asset management,
and IRM, the asset management company to which ADL entrusts its asset management,
respectively resolved to undertake an absorption-type company split, with November 1, 2024 as
the effective date of the absorption-type company split, whereby MFLM that is to be thesuccessor company in the absorption-type company split will take over the asset managementbusiness related to logistics facilities etc., which are entrusted to IRM by ADL, from IRM thatis to be the splitting company in the absorption-type company split (the “Company Split”),
in alignment with the execution of the merger agreement between MFLP-REIT and ADL, andMFLM and IRM entered into a absorption-type company split agreement (the “Company Split
Agreement”) on August 5, 2024.
(a) Objective of the Company Split
The Company Split is to be implemented in alignment with the Merger. As of the effective
date of the Merger and the Company Split, the asset management agreement between ADL
and IRM will be taken over from ADL to MFLP-REIT upon the Merger, and from IRM to
MFLM upon the Company Split (note that such asset management agreement overlaps theasset management agreement between MFLP-REIT and MFLM, and thus such asset
management agreement will be terminated immediately after the Merger on the effective dateof the Merger, on the condition that the Merger be in effect).
As a result of the Merger and the Company Split, IRM will acquire MFLM’s shares as
consideration for the company split and become a shareholder of MFLM (with 23% voting
rights), and MFLP-REIT (i.e., MFLP-REIT after the Merger of MFLP-REIT and ADL) will
entrust its asset management to MFLM.
(3) Matters concerning the surviving corporation in the absorption-type merger(ⅰ) Details of the material asset disposals, assumption of material debts and other events thatmaterially affect the condition of assets after the last day of the final fiscal period① Acquisitions of properties
On July 31, 2023, MFLP-REIT concluded an agreement for sale and purchase of trust
beneficiary interest with the seller of each of the following assets. Based on the agreements forsale and purchase of trust beneficiary interest, MFLP-REIT acquired the trust beneficiaryinterests for MFLP Hiratsuka III, MFLP Shinkiba I and SG Realty MFLP Fukuoka Kasuya on
February 1, 2024 (three properties, total acquisition price of ¥17,390 million).
Category

Logistics
facilities

Property no.

Property nameLocation

Acquisition price(millions of yen) (Note 1)

Acquisition date

L-26

MFLP Hiratsuka III

Hiratsuka-shi, Kanagawa

8,410

February 1, 2024

L-27

MFLP Shinkiba I

Koto-ku, Tokyo

5,940

February 1, 2024

3,040
(Co-ownership 50%)
（Note 2）February 1, 2024

L-28

SG Realty MFLP Fukuoka Kasuya-machi, KasuyaKasuya
gun, Fukuoka(Note 1)“Acquisition price” is the purchase price of each trust beneficiary interest as set forth in each agreement for saleand purchase of trust beneficiary interests for the acquired assets (excluding consumption tax and local consumption
tax or the various costs required in the acquisition), rounded down to the nearest million yen.
(Note 2) For “SG Realty MFLP Fukuoka Kasuya,” the acquisition price is the prorated figure equivalent to the coownership (50%) in the property acquired by MFLP-REIT.

On February 16, 2024, MFLP-REIT concluded an agreement for sale and purchase of trust
beneficiary interest with the seller of the following asset. Based on the agreement for sale andpurchase of trust beneficiary interest, MFLP-REIT acquired the asset on March 15, 2024.
Category

Property no.

Property nameLocation- 12 -

Acquisition price(millions of yen) (Note)

Acquisition date

Logistics
facilities

L-24

MFLP Tomei Ayase

Ayase-shi, Kanagawa

9,920(Additional acquisition ofco-ownership 50%)

March 15, 2024

(Note)“Acquisition price” is the purchase price of the trust beneficiary interest as set forth in the agreement for sale andpurchase of trust beneficiary interest for the acquired asset (excluding consumption tax and local consumption tax or thevarious costs required in the acquisition), rounded down to the nearest million yen. In addition, the acquisition price isthe prorated figure equivalent to the co-ownership (50%) in the property acquired by MFLP-REIT.

② Borrowing of funds
MFLP-REIT has borrowed the following funds to apply to part of the acquisition funds andrelated expenses for the real estate trust beneficiary interests (acquired on February 1, 2024) inthe above “①Acquisitions of properties.”(a) Short-term loans payable
LenderBorrowingamount(millions of yen)Interest rate

Drawdown date Repayment date

Repayment
methodCollateral

Mizuho Bank, Ltd.

3,100

Base rate+0.035% (Note 1)

February 1,
2024

February 19,
2024

Bulletrepayment

UnsecuredNon-guaranteed

The Bank of Fukuoka, Ltd

900

Base rate+0.05%(Note 2)

May 1, 2024

May 1, 2024

Bulletrepayment

UnsecuredNon-guaranteed

Total borrowing amount

4,000

－

－

－

－

－

(Note 1) The interest payment date is the repayment date. The base rate is calculated by daily linear interpolation of the JBA
1-week yen TIBOR and the JBA 1-month yen TIBOR published by JBA TIBOR Administration as of two business days
prior to the drawdown date.
(Note 2) The interest payment date is the repayment date. The base rate is JBA 3-month yen TIBOR published by JBA TIBOR
Administration as of two business days prior to the drawdown date.

(b) Long-term loans payable
Lender
MUFG Bank, Ltd.
(Green Loan)
Sumitomo Mitsui Trust
Bank,
Limited(Green Loan)
Daishi Hokuetsu Bank,Ltd.
(Sustainability Linked
Loan)(Note 1)

Borrowingamount(millions of yen)Interest rate

1,200

0.52125％(Note 2)February 1,
2024

1,200

0.6225％(Note 2)0.9888％(Note 2)

Repayment
methodCollateral

February 1,
2027

Bulletrepayment

UnsecuredNon-guaranteed

February 1,
2024

February 1,
2028

Bulletrepayment

UnsecuredNon-guaranteed

February 1,
2024

February 3,
2031

Bulletrepayment

UnsecuredNon-guaranteed

Bulletrepayment

UnsecuredNon-guaranteed

Bulletrepayment

UnsecuredNon-guaranteed

Bulletrepayment

UnsecuredNon-guaranteed

Bulletrepayment

UnsecuredNon-guaranteed

Drawdown date Repayment date

1,000

The Keiyo Bank, Ltd.
(Sustainability Linked
Loan)(Note 1)500

Sumitomo Mitsui Banking
Corporation(Sustainability Linked
Loan)(Note 1)1,700

The Joyo Bank, Ltd.
(Sustainability Linked
Loan)(Note 1)1,000

The Bank of Fukuoka, Ltd.
(Green Loan)

1,000

Base rate＋0.2％(Note 3)

The Hachijuni Bank, Ltd.
(Green Loan)

1,000

Base rate＋0.2125％(Note 3)

1.13％
(Note 2)February 1,
2024

February 1,
2024- 13 -

February 2,
2032

August 2, 2032

The Norinchukin Bank
(Sustainability Linked
Loan)(Note 1)1,000

1.2275％(Note 2)

Resona Bank, Limited(Sustainability Linked
Loan)(Note 1)1,500

Base rate＋0.2375％(Note 3)

The Yamagata Bank, Ltd.
(Sustainability Linked
Loan)(Note 1)700

Mizuho Bank, Ltd.
(Sustainability Linked
Loan)(Note 1)1,200

The Iyo Bank, Ltd.
(Green Loan)

1,000

Base rate＋0.25％(Note 3)

Total borrowing amount

14,000－February 1,
2024

Bulletrepayment

UnsecuredNon-guaranteed

Bulletrepayment

UnsecuredNon-guaranteed

1.2756％(Note 2)

Bulletrepayment

UnsecuredNon-guaranteed

1.3238％(Note 2)

Bulletrepayment

UnsecuredNon-guaranteed

Bulletrepayment

UnsecuredNon-guaranteed－－

February 1,
2024

February 1,
2024－

February 1,
2033

August 1, 2033

February 1,
2034－(Note 1) Since the borrowing is planned to be financed by a Sustainability Linked Loan, the interest rate from the timing of
the determination to the repayment date will change according to the achievement status of the Sustainability
Performance Target (“SPT”).
(Note 2) Interest rate is fixed until the repayment date. The first interest payment date is the last day of July 2024, and thereafter
the interest payment date will be the last day of January and July until and including the repayment date. (If each interest
payment date is not a business day, such interest payment date shall be on the next business day. Provided, however,that such interest payment date shall be on the preceding business day if such next business day falls into the next
month.)(Note 3) The base rate is JBA 3-month yen TIBOR published by JBA TIBOR Administration as of two business days prior to
the drawdown date and the starting date of the interest calculation period. However, even if the interest calculation
period is less than three months, the base rate will be calculated using the JBA 3-month yen TIBOR. The first interest
payment date is the last day of April 2024, and thereafter the interest payment date will be the last day of January, April,
July and October until and including the repayment date. (If each interest payment date is not a business day, suchinterest payment date shall be on the next business day. Provided, however, that such interest payment date shall be on
the preceding business day if such next business day falls into the next month.)

MFLP-REIT has borrowed the following funds to apply to part of the acquisition funds andrelated expenses for the real estate trust beneficiary interests (acquired on March 15, 2024) inthe above “①Acquisitions of properties.”
Borrowingamount(millions of yen)Interest rate

Drawdown date Repayment date

Repayment
methodCollateral

MUFG Bank, Ltd.
(Green Loan)

800

0.5225％(Note 2)

March 15, 2024 March 15, 2027

Bulletrepayment

UnsecuredNon-guaranteed

Sumitomo Mitsui Trust
Bank, Limited(Green Loan)

800

0.6088％(Note 2)

March 15, 2024 March 15, 2028

Bulletrepayment

UnsecuredNon-guaranteed

The Chiba Bank, Ltd.
(Sustainability Linked
Loan)(Note 1)1,000

0.9563％(Note 2)

March 15, 2024 March 17, 2031

Bulletrepayment

UnsecuredNon-guaranteed

Sumitomo Mitsui Banking
Corporation(Sustainability Linked
Loan)(Note 1)1,400
March 15, 2024 March 15, 2032

Shinkin Central Bank
(Sustainability Linked
Loan)(Note 1)

1.0975％(Note 2)

Bulletrepayment

UnsecuredNon-guaranteed

1,500

Lender- 14 -

Resona Bank, Limited(Sustainability Linked
Loan)(Note 1)500

The Hachijuni Bank, Ltd.
(Green Loan)

500

The Norinchukin Bank
(Sustainability Linked
Loan)(Note 1)500

SBI Shinsei Bank, Limited(Sustainability Linked
Loan)(Note 1)

1,200

The Yamaguchi Bank, Ltd.
(Green Loan)

Base rate＋0.2125％(Note 3)September 15,
2032

Bulletrepayment

UnsecuredNon-guaranteed

1.195％(Note 2)

March 15, 2024 March 15, 2033

Bulletrepayment

UnsecuredNon-guaranteed

1,000

1.2419％(Note 2)

March 15, 2024

September 15,
2033

Bulletrepayment

UnsecuredNon-guaranteed

Mizuho Bank, Ltd.
(Sustainability Linked
Loan)(Note 1)800

1.2888％(Note 2)

March 15, 2024 March 15, 2034

Bulletrepayment

UnsecuredNon-guaranteed

Total borrowing amount

10,000－－－March 15, 2024

Base rate＋0.2125％(Note 3)－－(Note 1) Since the borrowing is planned to be financed by a Sustainability Linked Loan, the interest rate from the timing of
the determination to the repayment date will change according to the achievement status of the Sustainability
Performance Target (“SPT”).
(Note 2) Interest rate is fixed until the repayment date. The first interest payment date is the last day of July 2024, and thereafter
the interest payment date will be the last day of January and July until and including the repayment date. (If each interest
payment date is not a business day, such interest payment date shall be on the next business day. Provided, however,that such interest payment date shall be on the preceding business day if such next business day falls into the next
month.)(Note 3) The base rate is JBA 3-month yen TIBOR published by JBA TIBOR Administration as of two business days prior to
the drawdown date and the starting date of the interest calculation period. However, even if the interest calculation
period is less than three months, the base rate will be calculated using the JBA 3-month yen TIBOR. The first interest
payment date is the last day of April 2024, and thereafter the interest payment date will be the last day of January, April,
July and October until and including the repayment date. (If each interest payment date is not a business day, suchinterest payment date shall be on the next business day. Provided, however, that such interest payment date shall be on
the preceding business day if such next business day falls into the next month.)③ Split of investment units
MFLP-REIT decided at the Board of Directors Meeting held on August 5, 2024, to conduct theInvestment Unit Split as follows.
(a) Purpose of the Investment Unit Split
The Merger will be performed by way of an absorption-type merger with MFLP-REIT as thesurviving corporation, and the merger ratio before considering the Split of Investment Units
would be MFLP-REIT 1: ADL 0.292. However, with this merger ratio, 0.292 MFLP-REIT
investment units will be allotted to every ADL investment unit, resulting in a large number of
ADL unitholders that will receive MFLP-REIT investment units of less than one unit. For thisreason, in order to enable the ADL unitholders to continue to hold MFLP-REIT investment
units after the Merger, we decided to split MFLP-REIT investment units at a ratio of four
investment units per one investment unit, for the purpose of providing at least one MFLPREIT investment unit to all ADL unitholders.
(b) Method of the Investment Unit Split
MFLP-REIT will implement a four for one split of the investment units held by MFLPREIT unitholders stated or recorded on the registry of unitholders as at the end of October
31, 2024, which is the day preceding the effective date of the Merger. The Split ofInvestment Units will become effective on November 1, 2024, which is the effective dateof the Merger, provided that the merger agreement pertaining to the Merger has not been
terminated or expired by the day before the effective date of the Merger.

- 15 -

④ Change of the fiscal period
MFLP-REIT resolved to propose as Proposal No. 2 of the 6th General Meeting of Unitholders
amendments to the Articles of Incorporation will be made to provide for irregular accounting
periods in connection with the Merger, so that MFLP-REIT’s operating period for the 17th
fiscal period will be the three months until the day before the effective date of the Merger (fromAugust 1, 2024 to October 31, 2024), and that the operating period for the 18th fiscal period willbe the nine months from the effective date of the Merger (from November 1, 2024 to July 31,2025).
⑤ Change of the standards for payment of Asset Management Fees to the asset managementcompany
MFLP-REIT resolved to propose as Proposal No. 2 of the 6th General Meeting of Unitholders
amendments to the Articles of Incorporation will be made to provide for change the standards
for payment of Asset Management Fees to the asset management company.
(a) With this Merger, we expect that goodwill will be recorded in financial statements.
Amendments will be made to add provisions necessary to clarify how the goodwill is treated,in calculating Asset Management Fees I to III.
(b) Also, regarding Asset Management Fee III, the current Articles of Incorporation use aformula in which an operating period is envisaged to be six months. To adjust any impactof the irregular accounting period introduced to make an operating period shorter or longer
as stated in ④ above, additional provisions will be added to adjust the maximum fee rates.
(c) Furthermore, for Asset Management Fee III, provisions will be added to adjust the impactof an increase/decrease in the number of issued investment units when a split orconsolidation of investment units is implemented.
⑥ Execution of the Absorption-type Company Split Agreement between asset managementcompany
MFLM, the asset management company to which MFLP-REIT entrusts its asset management,
and IRM, the asset management company to which ADL entrusts its asset management,
respectively resolved to undertake an absorption-type company split, with November 1, 2024 as
the effective date of the Company Split, in alignment with the execution of the merger agreement
between MFLP-REIT and ADL, and MFLM and IRM entered into the Company Split
Agreement on August 5, 2024. Objective of the Company Split is the same with “(2) Mattersconcerning the dissolving corporation in the absorption-type merger (ADL), (ⅱ) Details ofmaterial asset disposals, assumption of material debts and other events that materially affect thecondition of assets after the last day of the final fiscal period, ④ Execution of the Absorptiontype Company Split Agreement between asset management company” above.

- 16 -

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1. Summary of the Proposal and Reasons for the Amendments(1) Following the Merger, MFLP-REIT plans to split its investment units at a ratio of four investment
units per one investment unit for the purpose of providing at least one MFLP-REIT’s investment
units to all ADL’s unitholders. Given that this split on investment units will increase the total number
of issued investment units, and that the Merger will increase the total number of issued investment
units, an amendment will be made in advance to increase the total number of MFLP-REIT’s issuable
investment units. (Proposed amendment: Article 6, Paragraph 1)(2) ADL’s articles of incorporation provided for investments set forth under the Shinkin Bank Act (ActNo. 238 of 1951, including any revisions thereafter) (the “Shinkin Bank Act”) as investment target
assets. In relation to the Merger, amendments will be made to add these investments to MFLP-REIT’s
investment target assets and to adjust the numbers of articles and paragraphs accordingly. (Proposed
amendment: Article 29, Paragraph 3) This amendment is made because we may arrange loans froma shinkin bank in the future to diversify lenders, and we will need to make such investments set forth
under the Shinkin Bank Act in order to receive such loans.
(3) Amendments will be made to provide for irregular accounting periods in connection with the Merger,
so that MFLP-REIT’s operating period for the 17th fiscal period will be the three months until the
day before the effective date of the Merger (from August 1, 2024 to October 31, 2024), and that theoperating period for the 18th fiscal period will be the nine months from the effective date of the
Merger (from November 1, 2024 to July 31, 2025). (Proposed amendment: Article 34)(4) With this Merger, we expect that goodwill will be recorded in financial statements. Amendments will
be made to add provisions necessary to clarify how the goodwill is treated, in calculating AssetManagement Fees I to III. Also, regarding Asset Management Fee III, the current Articles ofIncorporation use a formula in which an operating period is envisaged to be six months. To adjust
any impact of the irregular accounting period introduced to make an operating period shorter or
longer as stated in (3) above, additional provisions will be added to adjust the maximum fee rates.
Furthermore, for Asset Management Fee III, provisions will be added to adjust the impact of anincrease/decrease in the number of issued investment units when a split or consolidation of
investment units is implemented. (Proposed amendment: Article 37, Paragraph 1)(5) For the condition precedent, the Merger must come into effect in order for the amendments to the
Articles of Incorporation stated from (1) to (4) above to take effect. A supplementary provision will
be added to prescribe this condition and provide for necessary provisions accordingly. (Proposed
amendment: Article 42)
2. Details of the Amendments
Partial amendments will be made to the Articles of Incorporation as follows:(The underlined sections indicate amendments.)
Proposed Amendments

Current Articles of Incorporation

Article 6 (Total Number of Issuable Investment Units)
Article 6 (Total Number of Issuable Investment Units)
1. The total number of issuable investment units of MFLP- 1. The total number of issuable investment units of MFLPREIT shall be 8 million units.
REIT shall be 32 million units.
2-3. (Omitted)

2-3. (Unchanged)

Article 29 (Types, Purposes, and Scope of Assets Targeted Article 29 (Types, Purposes, and Scope of Assets Targeted
for Asset Management)
for Asset Management)
1-2. (Omitted)

1-2. (Unchanged)

3.

3.

(Omitted)(1)-(11) (Omitted)(New)(12) Other rights that may be necessary or useful to acquirein connection with investments in real estate-related
assets.

- 17 -(Unchanged)(1)-(11) (Unchanged)(12) Investments set forth under the Shinkin Bank Act(13) Other rights that may be necessary or useful to acquirein connection with investments in real estate-related
assets.

Current Articles of Incorporation

Proposed Amendments

4-5. (Omitted)

4-5. (Unchanged)

Article 34 (Settlement Date)
Article 34 (Settlement Date)
The operating period of MFLP-REIT shall be from February The operating period of MFLP-REIT shall be from February
1 to July 31 of each year, and from August 1 to January 31 1 to July 31 of each year, and from August 1 to January 31of the following year (the last day of each operating period of the following year (the last day of each operating period
shall be referred to as “Settlement Date”).
shall be referred to as “Settlement Date”). However, theoperating period for the 17th fiscal period shall be from
August 1, 2024 to October 31, 2024, and the operating
period for the 18th fiscal period shall be from November 1,
2024 to July 31, 2025.
Article 37 (Standards for Payment of Asset Management Article 37 (Standards for Payment of Asset Management
Fees to the Asset Management Company)
Fees to the Asset Management Company)
1. (Omitted)(1) Asset Management Fee Ⅰ
For each operating period of MFLP-REIT, AssetManagement Fee Ⅰ shall be the amount of total assets
stated in the balance sheet (limited to that approved by
the Board of Directors pursuant to the provisions of
the Investment Trusts Act) as at the Settlement Dateof the immediately preceding operating period of
MFLP-REIT (“Last Settlement Date”), multiplied bya rate separately agreed upon between MFLP-REIT
and the Asset Management Company, which shall not
exceed an annual rate of 0.1% (calculated on a daily
basis based on the actual number of days in therelevant calculation period with 365 days per year;
rounded down to the nearest one yen).
If MFLP-REIT holds shares of or equity in a
corporation holding overseas real estate (hereinafter,“equity related to a corporation holding overseas realestate”) as at the Last Settlement Date, and only if theamount equivalent to MFLP-REIT’s interest in theoverseas real estate, etc. pertaining to suchcorporation holding overseas real estate (as defined
below) has been finalized, the amount of total assets
in the above calculation shall be the amount calculated
by deducting the amounts of equity related to thecorporation holding overseas real estate, monetaryclaims that MFLP-REIT holds against said
corporation holding overseas real estate and bondsecurities issued by said corporation holding overseas
real estate (if any), and adding the amount equivalent
to interest in the overseas real estate, etc. as at the Last
Settlement Date. The “amount equivalent to interestin the overseas real estate, etc.” refers to the amountcalculated by taking the amount of total assets of said
corporation holding overseas real estate (provided thatthe amount must be disclosed in MFLP-REIT’s
financial documents or asset management report as atthe Last Settlement Date), which shall be determinedbased on the figures stated in the latest financial
statements of said corporation holding overseas realestate which are available to MFLP-REIT on or before
the Settlement Date of the said operating period(provided that such financial statements must be dated
before the Last Settlement Date), and converted into
Japanese currency equivalent (calculated based on theforeign exchange rate as at the settlement date of theoperating period of said financial statements of thecorporation holding overseas real estate), thenmultiplied by percentage of MFLP-REIT’s equity
interest in the corporation holding overseas real estate

1. (Unchanged)(1) Asset Management Fee Ⅰ
For each operating period of MFLP-REIT, AssetManagement Fee Ⅰ shall be the amount of total assets(less an amount equal to unamortized goodwill) statedin the balance sheet (limited to that approved by the
Board of Directors pursuant to the provisions of theInvestment Trusts Act) as at the Settlement Date of theimmediately preceding operating period of MFLPREIT (“Last Settlement Date”), multiplied by a rate
separately agreed upon between MFLP-REIT and theAsset Management Company, which shall not exceed
an annual rate of 0.1% (calculated on a daily basis
based on the actual number of days in the relevant
calculation period with 365 days per year; rounded
down to the nearest one yen).
If MFLP-REIT holds shares of or equity in a
corporation holding overseas real estate (hereinafter,“equity related to a corporation holding overseas realestate”) as at the Last Settlement Date, and only if theamount equivalent to MFLP-REIT’s interest in theoverseas real estate, etc. pertaining to suchcorporation holding overseas real estate (as defined
below) has been finalized, the amount of total assets
in the above calculation shall be the amount calculated
by deducting the amounts of equity related to thecorporation holding overseas real estate, monetaryclaims that MFLP-REIT holds against said
corporation holding overseas real estate and bondsecurities issued by said corporation holding overseas
real estate (if any), and adding the amount equivalent
to interest in the overseas real estate, etc. as at the Last
Settlement Date. The “amount equivalent to interestin the overseas real estate, etc.” refers to the amountcalculated by taking the amount of total assets of said
corporation holding overseas real estate (provided thatthe amount must be disclosed in MFLP-REIT’s
financial documents or asset management report as atthe Last Settlement Date), which shall be determinedbased on the figures stated in the latest financial
statements of said corporation holding overseas realestate which are available to MFLP-REIT on or before
the Settlement Date of the said operating period(provided that such financial statements must be dated
before the Last Settlement Date), and converted into
Japanese currency equivalent (calculated based on theforeign exchange rate as at the settlement date of theoperating period of said financial statements of thecorporation holding overseas real estate), thenmultiplied by percentage of MFLP-REIT’s equity
interest in the corporation holding overseas real estate- 18 -

Current Articles of Incorporation

Proposed Amendments

as at the last settlement date of said corporation
holding overseas real estate.
(2) Asset Management Fee ⅠI
For each operating period of MFLP-REIT, AssetManagement Fee IⅠ shall be the amount equivalent to
the rate (rounded down to the nearest one yen, andzero yen in case of negative value) which is separately
agreed upon between MFLP-REIT and the AssetManagement Company, which shall not exceed 5.5%of the operating income before deducting AssetManagement Fees I, II and III, and non-deductible
consumption taxes and depreciation on theseManagement Fees, calculated at each Settlement Dateof such operating period of MFLP-REIT (“relevant
Settlement Date”).

as at the last settlement date of said corporation
holding overseas real estate.
(2) Asset Management Fee ⅠI
For each operating period of MFLP-REIT, AssetManagement Fee IⅠ shall be the amount equivalent to
the rate (rounded down to the nearest one yen, andzero yen in case of negative value) which is separately
agreed upon between MFLP-REIT and the AssetManagement Company, which shall not exceed 5.5%of the operating income (provided, the amount after
adding amortization of goodwill) before deducting
Asset Management Fees I, II and III, and nondeductible consumption taxes and depreciation onthese Management Fees, calculated at each Settlement
Date of such operating period of MFLP-REIT(“relevant Settlement Date”).
(3) Asset Management Fee ⅠII
For each operating period of MFLP-REIT, AssetManagement Fee IIⅠ shall be the amount calculated inaccordance with the following formula (rounded
down to the nearest one yen).
<Formula>[Pre-tax earnings (provided, the amount after adding
amortization of goodwill and deducting gain on
negative goodwill, and compensating the full amountof losses carried forward, if any) before deducting
Asset Management Fees I, II and III, and nondeductible consumption taxes on these Management
Fees, calculated at each Settlement Date of suchoperating period of MFLP-REIT] x EPU x a rate
separately agreed upon between MFLP-REIT and theAsset Management Company, which shall not exceed
0.001% (provided, however, that if a relevant
operating period falls short of six months or exceeds
six months, the rate shall be adjusted by multiplying
0.001% by “183 divided by the actual number of daysin the relevant operating period”), whereas:
EPU＝A/B
A: Pre-tax earnings (provided, the amount after
adding amortization of goodwill and deducting gain
on negative goodwill, and compensating the fullamount of losses carried forward, if any) before
deducting Asset Management Fees I, II and III, andnon-deductible consumption taxes on theseManagement Fees, calculated at each Settlement Dateof such operating period of MFLP-REIT
B: Number of issued investment units at the relevant
Settlement DateIf, during the relevant operating period, a split orconsolidation of investment units comes into effectand the number of investment units issued increases
or decreases as a result, the amount of AssetManagement Fee III shall be adjusted by method
stipulated below.
ⅰ If the investment units of MFLP-REIT are split at
a ratio of 1: X, the amount of the AssetManagement Fee III for the relevant operating
period and each operating period thereafter shall be
X times the calculated value of Asset Management
Fee III (rounded down to the nearest one yen)according to the above formula (or after
adjustments if adjusted as per this adjustment
clause).

(3) Asset Management Fee ⅠII
For each operating period of MFLP-REIT, AssetManagement Fee IIⅠ shall be the amount calculated inaccordance with the following formula (rounded
down to the nearest one yen).
<Formula>[Pre-tax earnings (provided, the amount after
compensating the full amount of losses carriedforward, if any) before deducting Asset Management
Fees I, II and III, and non-deductible consumption
taxes on these Management Fees, calculated at each
Settlement Date of such operating period of MFLPREIT] x EPU x a rate separately agreed upon between
MFLP-REIT and the Asset Management Company,
which shall not exceed 0.001%, whereas:
EPU＝A/B
A: Pre-tax earnings (provided, the amount after
compensating the full amount of losses carriedforward, if any) before deducting Asset Management
Fees I, II and III, and non-deductible consumption
taxes on these Management Fees, calculated at each
Settlement Date of such operating period of MFLPREIT
B: Number of issued investment units at the relevant
Settlement Date

- 19 -

Current Articles of Incorporation

Proposed Amendments
ⅱ If the investment units of the MFLP-REIT are
consolidated at a ratio of Y: 1, the amount of AssetManagement Fee III for the relevant operating
period and each operating period thereafter shall be
1 times of Y the calculated value of AssetManagement Fee III (rounded down to the nearest
one yen) according to the above formula (or after
adjustments if adjusted as per this adjustment
clause).

(4)-(7)2.

(Omitted)(4)-(7)(Omitted)

2.
(New)

(Unchanged)(Unchanged)

CHAPTER 9
Supplementary Provisions
Article 42 (Effectuation of Amendments)
1. The amendments to the provisions of Article 6, Paragraph
1, Article 29, Paragraph 3, Article 34, and Article 37,
Paragraph 1 of the Articles of Incorporation shall takeeffect subject to an absorption-type merger taking effect,
which is based on the merger agreement dated August 5,
2024 executed between MFLP-REIT and Advance
Logistics Investment Corporation, whereby MFLP-REIT
will be the surviving corporation and Advance Logistics
Investment Corporation will be the dissolving
corporation in the merger (the “Merger”). These
amendments shall come into effect on the effective dateof the Merger. Of the amendments to the provisions ofArticle 37, Paragraph 1, Item 3 of the Articles ofIncorporation, the revision of adding the wording“(provided, however, that if a relevant operating period
falls short of six months or exceeds six months, the rateshall be adjusted by multiplying 0.001% by “183 divided
by the actual number of days in the relevant operating
period”)” shall be applicable starting from the calculationof Asset Management Fee III for the operating period forthe 17th fiscal period after Article 34 has been amended.
2. The provisions of this Chapter shall be eliminated as ofthe effective date of the Merger and after the amendments
become effective in accordance with the preceding
paragraph.

- 20 -

Reference Matters
When there are conflicting proposals among the proposals submitted to the General Meeting of Unitholders,or proposals provided for in Article 14, Paragraph 2 of the current Articles of Incorporation of MFLP-REIT,
the provisions of “deemed votes in favor” provided in Article 14 of the current Articles of Incorporation of
MFLP-REIT shall not apply to any of such proposals.
None of the proposals of Proposal No. 1 through Proposal No. 2 above falls under the category of conflicting
proposals or proposals provided for in Article 14, Paragraph 2 of the current Articles of Incorporation of
MFLP-REIT.
End- 21 -