NEWS RELEASE
March 28, 2023
For Immediate Release

Investment Corporation
Japan Real Estate Investment Corporation
Jo Kato, Executive Director(TSE code: 8952)
Asset Management Company
Japan Real Estate Asset Management Co., Ltd.
Shojiro Kojima , President & CEO
Contact: Masaru Motooka
Executive Officer & General Manager,
Strategic Planning Department
Phone: +81‐3‐3211‐7951

Announcement of Issuance of New Investment Unitsand Secondary Offering of Investment UnitsJapan Real Estate Investment Corporation (“JRE”) hereby announces its decision on the issuance of new
investment units and secondary offering of investment units as resolved at its Board of Directors’ meeting
held on March 28, 2023.

1. Issuance of New Investment Units through Public Offering(1) Number of investment: 35,200 units
units to be offered: To be determined(2) Amount to be paid in(Amount to be paid in (subscription price) shall be determined at the(subscription price)
Board of Directors’ meeting to be held on a date from Monday, April 3,
2023 to Wednesday, April 5, 2023 (the “price determination date”).
Amount to be paid in (subscription price) means an amount perinvestment unit JRE receives from the Underwriters (as defined in (5)below).)(3) Total amount to be paid in ： To be determined(total subscription price)(4) Offering price: To be determined

1
Disclaimer: This document is intended to serve as a press release to make available to the public the information on Issuance of New Investment Units andSecondary Offering of Investment Units of Japan Real Estate Investment Corporation (“JRE”), and does not constitute and should not be construed
as an offer to sell or solicitation of an offer to purchase any investment unit or other investment in JRE. Prospective investors are advised to read the
JRE's prospectus for issuance of new investment units and secondary offering (and its amendments thereto, if any) and make any investment
decisions at their own risk and responsibility.

(5) Offering method: The new investment units shall be publicly offered and JRE will have thefollowing companies underwrite and purchase all the new investment
units on a firm commitment basis:
SMBC Nikko Securities Inc., Mitsubishi UFJ Morgan Stanley Securities Co.,
Ltd. and Mizuho Securities Co., Ltd. (collectively, the “Joint Managing
Underwriters”), Nomura Securities Co., Ltd. and Daiwa Securities Co. Ltd.
(collectively, the “Underwriters,” including the Joint Managing
Underwriters). SMBC Nikko Securities Inc. and Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd. will act as joint bookrunners.

In addition, the offering price in the public offering shall finally be
determined after taking into account the accumulated demand and otherconditions, based on the tentative offering price to be set at the product of
the closing price of the investment unit of JRE on the Tokyo Stock
Exchange on the price determination date (or nearest date prior to suchdate if the closing price is not available on such date), multiplied by aconversion factor of 0.90 – 1.00 (with any fraction of less than one yen to
be rounded down to the nearest one yen).
(6) Underwriting agreement: Underwriters shall make payment of the total amount to be paid in (total
subscription price) to JRE on the payment date. The difference between
the total amount of offering price and the total amount to be paid in (total
subscription price) shall be the proceeds of each Underwriter, and JRE will
not pay an underwriting fee to the Underwriters.
(7) Demand accumulation: From Thursday, March 30, 2023 to Wednesday, April 5, 2023 (maximal(bookbuilding) period
length)(8) Minimum subscription unit : One unit (subscriptions more than one unit should be multiples of oneunit).
: Tuesday, April 4, 2023
(9) Subscription period
The above subscription period may be moved down, taking into accountthe accumulated demand and other conditions. In that case, the latest
subscription period shall be Thursday, April 6, 2023.
(10) Subscription deposit: From the next business day following the price determination date to
payment period
two business days following the price determination date(11) Payment date
: Friday, April 7, 2023
The above payment date may be moved down, taking into account theaccumulated demand and other conditions. In that case, the latest
payment date shall be Tuesday, April 11, 2023.
(12) Delivery date
: The next business day following the payment date(13) Offering price, amount to be paid in (subscription price), and other pertinent matters required for issuanceof new investment units shall be determined at the Board of Directors’ meeting to be held hereafter.
(14) Each clause mentioned above is subject to effectiveness of filing made with the relevant authority pursuant
to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the “Financial Instruments
and Exchange Act”).

2
Disclaimer: This document is intended to serve as a press release to make available to the public the information on Issuance of New Investment Units andSecondary Offering of Investment Units of Japan Real Estate Investment Corporation (“JRE”), and does not constitute and should not be construed
as an offer to sell or solicitation of an offer to purchase any investment unit or other investment in JRE. Prospective investors are advised to read the
JRE's prospectus for issuance of new investment units and secondary offering (and its amendments thereto, if any) and make any investment
decisions at their own risk and responsibility.

2. Secondary Offering of Investment Units through Over‐Allotment (Refer to <Reference>1. below)(1) Selling unitholder: SMBC Nikko Securities Inc.
(2) Number of investment: 2,464 units
units to be sold
The above number represents the number of investment units to be
sold in the secondary offering through over‐allotment conducted by
SMBC Nikko Securities Inc., the lead manager of the public offering,taking into account the accumulated demand and other conditions
with regard to the public offering. The above number represents the
maximum number of investment units to be sold in the secondaryoffering through over‐allotment. Depending on the demand and otherconditions, either the number may be reduced, or the secondaryoffering through over‐allotment may be cancelled entirely. The numberof investment units to be sold shall be determined at the Board of
Directors’ meeting to be held on the price determination date, taking
into account the demand and other conditions in the public offering.
(3) Selling price: To be determined(To be determined on the price determination date. The selling price is
to be the same as the offering price in the public offering.)(4) Total selling price: To be determined: SMBC Nikko Securities Inc., the lead manager of the public offering, will(5) Selling method
make an offering of the maximum of 2,464 units of JRE that it borrows
from Mitsubishi Estate Co., Ltd., a unitholder of JRE, taking into accountthe accumulated demand and other conditions in the public offering.
(6) Subscription period: Same as the subscription period in the public offering.
(7) Subscription deposit: Same as the subscription deposit payment period in the public offering.
payment period(8) Delivery date
: Same as the delivery date in the public offering.
(9) Minimum subscription unit : One unit (subscriptions more than one unit should be multiples of oneunit).
(10) Selling price and other pertinent matters required for secondary offering of investment units shall be
determined at the Board of Directors’ meeting to be held hereafter.
(11) Each clause mentioned above is subject to effectiveness of filing made with the relevant authority
pursuant to the Financial Instruments and Exchange Act.
3. Issuance of New Investment Units through Third‐Party Allotment (Refer to <Reference>1. below)(1) Number of investment: 2,464 units
units to be offered: SMBC Nikko Securities Inc. 2,464 units(2) Allottee and numberof investment units to beissued: To be determined(3) Amount to be paid in(To be determined at the Board of Directors’ meeting to be held on the(subscription price)
price determination date. The amount to be paid in (subscription price) is
to be the same as that in the public offering.)(4) Total amount to be paid in : To be determined(total subscription price)3
Disclaimer: This document is intended to serve as a press release to make available to the public the information on Issuance of New Investment Units andSecondary Offering of Investment Units of Japan Real Estate Investment Corporation (“JRE”), and does not constitute and should not be construed
as an offer to sell or solicitation of an offer to purchase any investment unit or other investment in JRE. Prospective investors are advised to read the
JRE's prospectus for issuance of new investment units and secondary offering (and its amendments thereto, if any) and make any investment
decisions at their own risk and responsibility.

(5) Subscription period: Friday, April 28, 2023
(subscription date)(6) Payment date
: Monday, May 1, 2023
(7) Minimum subscription unit : One unit (subscriptions more than one unit should be multiples of oneunit).
(8) Amount to be paid in (subscription price) and other pertinent matters required for issuance of new
investment units by third‐party allotment shall be determined at the Board of Directors’ meeting to be held
hereafter.
(9) Investment units not subscribed within the above mentioned subscription period (subscription date) shallnot be issued.
(10) If the public offering of new investment units is canceled, issuance of new investment units by third‐party
allotment will also be canceled.
(11) Each clause mentioned above is subject to effectiveness of filing made with the relevant authority pursuant
to the Financial Instruments and Exchange Act.
<Reference>
1. Secondary Offering through Over‐Allotment, etc.
A secondary offering through over‐allotment (the “secondary offering through over‐allotment”) may beeffected by SMBC Nikko Securities Inc., the lead manager of the public offering, taking into account theaccumulated demand and other conditions in the public offering, up to a limit of 2,464 units borrowed
from Mitsubishi Estate Co., Ltd., a unitholder of JRE (the “borrowed investment units”). The number ofinvestment units to be sold in the secondary offering through over‐allotment is the upper limit and may be
reduced, or the secondary offering through over‐allotment itself may be canceled, depending on
accumulated demand and other conditions.
In order to make SMBC Nikko Securities Inc. acquire the investment units of JRE necessary to return the
borrowed investment units in connection with the secondary offering through over‐allotment, JRE
resolved at the Board of Directors’ meeting held on Tuesday, March 28, 2023 that 2,464 new investment
units of JRE will be issued and allocated to SMBC Nikko Securities Inc. (the “third‐party allotment”) andthat the payment date therefor will be Monday, May 1, 2023.
In addition, SMBC Nikko Securities Inc. may, within the period commencing on the day immediately
following the end of the subscription period for the public offering and the secondary offering throughover‐allotment and ending on Thursday, April 27, 2023 (the “syndicate cover transaction period”),
purchase on the Tokyo Stock Exchange up to the maximum number of investment units of JRE sold in thesecondary offering through over‐allotment (the “syndicate cover transaction”) with an aim of returning
the borrowed investment units. All the investment units of JRE purchased by SMBC Nikko Securities Inc.
through the syndicate cover transaction will be allocated to return of the borrowed investment units.
SMBC Nikko Securities Inc. may, during the syndicate cover transaction period, at its discretion, choose not
to enter into any syndicate cover transaction, or to terminate such a transaction prior to reaching the
maximum number of investment units to be sold in the secondary offering through over‐allotment.
Moreover, SMBC Nikko Securities Inc. may effect stabilization transactions in relation to the public
offering and the secondary offering through over‐allotment, and allocate all or part of the investment
units of JRE purchased through the stabilization transactions to return of the borrowed investment units.
SMBC Nikko Securities Inc. plans to acquire, by a third‐party allotment, the number of investment unitsof JRE obtained by deducting (i) the number of investment units purchased through stabilizing transaction
and syndicate cover transaction that are to be used for return of the borrowed investment units from (ii)the number of investment units to be sold in the secondary offering through over‐allotment. For thisreason, the investment units to be issued by third‐party allotment may not be subscribed in whole or in
4
Disclaimer: This document is intended to serve as a press release to make available to the public the information on Issuance of New Investment Units andSecondary Offering of Investment Units of Japan Real Estate Investment Corporation (“JRE”), and does not constitute and should not be construed
as an offer to sell or solicitation of an offer to purchase any investment unit or other investment in JRE. Prospective investors are advised to read the
JRE's prospectus for issuance of new investment units and secondary offering (and its amendments thereto, if any) and make any investment
decisions at their own risk and responsibility.

part, and as a result, the final number of investment units to be issued through the third‐party allotment
may be reduced to the extent of the number related to the forfeiture of the subscription right, or the issue
itself may be canceled.
Whether the secondary offering through over‐allotment is effected or not, and the number ofinvestment units to be subscribed when the secondary offering through over‐allotment is effected, will be
determined on the price determination date. In case the secondary offering through over‐allotment is noteffected, SMBC Nikko Securities Inc. will not borrow investment units of JRE from the aforementioned
unitholder of JRE. Consequently, in case the secondary offering through over‐allotment is not effected,
SMBC Nikko Securities Inc. will not respond to or subscribe for the third‐party allotment and thesubscription right will be forfeited and then issuance of new investment units by third‐party allotment will
not take place at all. Similarly, the syndicate cover transaction on the Tokyo Stock Exchange will not be
made.
The transactions set forth above shall be conducted by SMBC Nikko Securities Inc. after consultation
with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
2. Change of number of investment units issued and outstanding upon new issuance of investment
units
Number of investment units outstanding before the offering
1,385,210
Number of newly issued investment units by public offering
35,200
Number of investment units outstanding after public offering
1,420,410
Number of newly issued investment units by third‐party allotment
2,464 (Note)
Number of investment units outstanding after third‐party
1,422,874 (Note)allotment(Note) These figures are based on the assumption that all of the new investment units to be issued bythird‐party allotment are subscribed by and issued to SMBC Nikko Securities Inc.
3. Reason and purpose for the issuance and the offering of investment units
JRE acquired, in accordance with the basic asset management policies and targeted assets set forth inits articles of incorporation, two properties (the ARGYLE aoyama and Toyosu Foresia for an aggregateacquisition price of JPY 32.0 billion) (Note 1) as of February 27, 2023. The funds from the issuance of the
new investment units mentioned herein shall be applied to the repayment of a loan that JRE procured forthe acquisition of these two properties. In addition, JRE will acquire additional interests in two properties(Shinjuku Eastside Square and CIRCLES Hirakawacho for an aggregate acquisition price of JPY 10.2 billion)(Note 2) based on the expansion of borrowing capacity by reducing LTV (ratio of interest bearing liabilities
to total assets) due to this issuance of new investment units.
JRE concluded that the series of the above transactions will strengthen the competitiveness of its
portfolio and the expansion of asset growth potential, and JRE resolved the issuance of the newinvestment units, taking into account the conditions of the real estate market, the current level of LTV, themarket situation of J‐REITs and the level of dividends on units and other conditions.
(Note 1) See “Announcement of Acquisition of Trust Beneficiary Interests in Domestic Real Estate”
dated February 16, 2023.
(Note 2) See “Announcement of Acquisition of Domestic Real Estate and Trust Beneficiary Interest in
Domestic Real Estate” dated as of today.

5
Disclaimer: This document is intended to serve as a press release to make available to the public the information on Issuance of New Investment Units andSecondary Offering of Investment Units of Japan Real Estate Investment Corporation (“JRE”), and does not constitute and should not be construed
as an offer to sell or solicitation of an offer to purchase any investment unit or other investment in JRE. Prospective investors are advised to read the
JRE's prospectus for issuance of new investment units and secondary offering (and its amendments thereto, if any) and make any investment
decisions at their own risk and responsibility.

4. Electronic Delivery of Prospectus
Underwriters will provide all prospectuses for the public offering and secondary offering throughover‐allotment not in writing but by electronic delivery (Note).
(Note) JRE refers to the provision of prospectuses by electromagnetic means as the electronic deliveryof prospectuses. The provider of a prospectus shall be deemed to have delivered theprospectus if it provides the matters stated in the prospectus by electromagnetic means after
obtaining the consent of a recipient of the prospectus (Article 27‐30‐9, Paragraph 1 of the
Financial Instruments and Exchange Act and Article 32‐2, Paragraph 1 of the Cabinet Office
Order on Disclosure of Information on Regulated Securities). Accordingly, if such consent is not
obtained or if such consent is withdrawn (Article 32‐2, Paragraph 7 of the Cabinet Office Orderon Disclosure of Information on Regulated Securities), the prospectus cannot be delivered
electronically; however, in the case of a public offering or secondary offering throughover‐allotment, the underwriter may sell investment units only to investors who have given,and have not withdrawn, such consent.
5. Total amount of funds to be procured, use of proceeds and scheduled outlay period(1) Total amount of funds to be procured (approximate net balance)
JPY 19,965,000,000 (maximum)(Note 1) The above figure represents the sum of JPY 18,659,000,000, which is the estimatedproceeds from the public offering, and JPY 1,306,000,000, which is the estimatedmaximum proceeds from the issuance of new investment units by third‐party allotment.
(Note 2) The above‐mentioned amounts are estimated amounts calculated on the basis of theclosing price of the Tokyo Stock Exchange as of Tuesday, March 14, 2023.
(2) Use of proceeds and scheduled outlay period
The above proceeds (JPY 18,659,000,000) raised through the public offering will be applied toward
the repayment of a part of the short‐term loan (with a principal amount of JPY 29 billion) (Note 1) asof the payment date of the public offering. Also, the maximum proceeds (JPY 1,306,000,000) raised
through the issuance of new investment units by third‐party allotment resolved on the same day of
the resolution of the public offering will be applied toward the repayment of a part of theshort‐term loan (with a principal amount of JPY 29 billion) (Note 1) as of May 8, 2023.
(Note 1) This short‐term loan (the “Short‐term Loan after Refinancing”) refers to the refinancing,as of March 27, 2023, of the short‐term loan (with a principal amount of JPY 29 billion)(the "Short‐term Loan before Refinancing"), which was used together with cash on hand
towards the acquisition of the two properties acquired as of February 27, 2023 (theARGYLE aoyama and Toyosu Foresia for an aggregate acquisition price of JPY 32.0 billion).
The Short‐term Loan before Refinancing is as described in the "Announcement of Debt
Financing" dated February 22, 2023. The Short‐term Loan after Refinancing is as describedin the “Announcement of Loan Prepayment and Debt Financing“ dated March 23, 2023.
(Note 2) The amount of proceeds raised will be deposited with financial institutions until the timeof expenditure.
6. Designation of distributees
Not applicable
6
Disclaimer: This document is intended to serve as a press release to make available to the public the information on Issuance of New Investment Units andSecondary Offering of Investment Units of Japan Real Estate Investment Corporation (“JRE”), and does not constitute and should not be construed
as an offer to sell or solicitation of an offer to purchase any investment unit or other investment in JRE. Prospective investors are advised to read the
JRE's prospectus for issuance of new investment units and secondary offering (and its amendments thereto, if any) and make any investment
decisions at their own risk and responsibility.

7. Outlook
For the outlook, please refer to the press release “Announcement of Forecast Revisions for the
September 2023 Period and Forecasts for the March 2024 Period” dated March 28, 2023.
8. Management conditions and states of equity finance during the three most recent fiscal periods(1) Management conditions during the three most recent fiscal periods
Fiscal period ended
Fiscal period ended
Fiscal period ended
September 2021
March 2022
September 2022
Net profit per investment unit (JPY)JPY 12,175
JPY 11,583
JPY 12,121(Note 1)Dividend per unit (JPY)JPY 11,356

JPY 11,400

JPY 11,500

93.3%

98.4%

94.9%

JPY 372,829

JPY 373,057

JPY 373,778

Actual payout ratio (Note 2)
Net assets per investment unit
(JPY)

(Note 1) Net profit per investment unit is calculated by dividing net profit by the weighted average of
number of issued investment units on a daily basis during the relevant fiscal period.
(Note 2) Actual payout ratio is described by rounding down to the first decimal place.
(2) Recent investment unit price conditions
i. Changes in investment unit prices in the three most recent fiscal periods
Fiscal period ended
Fiscal period ended
September 2021
March 2022

Fiscal period ended
September 2022

Opening priceJPY 654,000

JPY 668,000

JPY 637,000

High

JPY 711,000

JPY 709,000

JPY 655,000

Low

JPY 632,000

JPY 572,000

JPY 584,000

Closing priceJPY 668,000

JPY 639,000

JPY 597,000

ii. Changes in investment unit prices during the last six months
October2022

November

DecemberJanuary2023

February

MarchOpening
price

JPY 605,000

JPY 628,000

JPY 610,000

JPY 581,000

JPY 561,000

JPY 565,000

High

JPY 629,000

JPY 631,000

JPY 614,000

JPY 582,000

JPY 575,000

JPY 567,000

Low

JPY 568,000

JPY 594,000

JPY 557,000

JPY 543,000

JPY 554,000

JPY 537,000

Closing priceJPY 623,000

JPY 609,000

JPY 577,000

JPY 557,000

JPY 564,000

JPY 539,000(Note)(Note) Price of investment unit in March 2023 indicates the price up to Monday, March 27, 2023.
iii. Investment unit prices on the business day immediately prior to the resolution date of the issuance
March 27, 2023
Opening price

JPY 542,000High

JPY 545,000
7Disclaimer: This document is intended to serve as a press release to make available to the public the information on Issuance of New Investment Units andSecondary Offering of Investment Units of Japan Real Estate Investment Corporation (“JRE”), and does not constitute and should not be construed
as an offer to sell or solicitation of an offer to purchase any investment unit or other investment in JRE. Prospective investors are advised to read the
JRE's prospectus for issuance of new investment units and secondary offering (and its amendments thereto, if any) and make any investment
decisions at their own risk and responsibility.

Low

JPY 537,000

Closing price

JPY 539,000(3) Equity finance activities during the three most recent fiscal periods
Not applicable
9. Restriction on disposition and additional issuance of new investment units
JRE has agreed with SMBC Nikko Securities Inc. and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
that it shall not issue any investment units (other than the issue thereof through the third
party‐allotment) during the period from the price determination date to the date 90 days after thedelivery date without obtaining prior written consent from SMBC Nikko Securities Inc. and Mitsubishi
UFJ Morgan Stanley Securities Co., Ltd.
However, SMBC Nikko Securities Inc. and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. have theauthority to cancel all or part of the above‐mentioned restriction on issue of new investment units or toshorten such restriction period at their discretion in the above case.

This is the English translation of the announcement in Japanese dated March 28, 2023.
No assurance or warranties are given for the completeness or accuracy of this English translation.
8
Disclaimer: This document is intended to serve as a press release to make available to the public the information on Issuance of New Investment Units andSecondary Offering of Investment Units of Japan Real Estate Investment Corporation (“JRE”), and does not constitute and should not be construed
as an offer to sell or solicitation of an offer to purchase any investment unit or other investment in JRE. Prospective investors are advised to read the
JRE's prospectus for issuance of new investment units and secondary offering (and its amendments thereto, if any) and make any investment
decisions at their own risk and responsibility.