August 5, 2024
For Immediate Release
Real Estate Investment Trust Securities Issuer:
Mitsui Fudosan Logistics Park Inc.
(Securities Code: 3471)
6-8-7 Ginza, Chuo-ku, Tokyo 104-0061
Representative: Hiroshi Asai, Executive Director
Asset Management Company:
Mitsui Fudosan Logistics REIT Management Co., Ltd.
Representative: Shinobu Sakanoshita, President and Chief
Executive Officer
Inquiries: Kenji Yamamoto, Managing Director and Chief
Financial Officer
Tel. +81-3-6327-5160
Real Estate Investment Trust Securities Issuer:
Advance Logistics Investment Corporation(Securities Code: 3493)
1-105, Kanda-Jinbocho, Chiyoda-ku, Tokyo 101-0051
Representative: Kenji Kousaka, Executive Director
Asset Management Company:
ITOCHU REIT Management Co., Ltd.
Representative: Junichi Shoji, President and Chief
Executive Officer
Inquiries: Hiromu Shinoda, Manager of Logistics Strategy
Department
Tel. +81-120-300-780

Notice Concerning Execution of the Merger Agreement between Mitsui Fudosan Logistics Park Inc.
and Advance Logistics Investment Corporation
Mitsui Fudosan Logistics Park Inc. (“MFLP-REIT”) and Advance Logistics Investment Corporation (“ADL”; MFLP-REIT
and ADL are collectively referred to as “Each REIT”) announced that each of them has, at Each REIT’s Board of Directors
Meeting held today, resolved to undertake an absorption-type merger, with November 1, 2024 as the effective date, whereby
MFLP-REIT will be the surviving corporation and ADL will be the dissolving corporation in the merger (the “Merger”), andhave today also executed a merger agreement (the “Merger Agreement”) as follows.
In addition, concurrently with the Merger, Mitsui Fudosan Logistics REIT Management Co., Ltd. (“MFLM”), the asset
management company of MFLP-REIT, and ITOCHU REIT Management Co., Ltd. (“IRM”), the asset management companyof ADL announced that each of them has, at Board of Directors Meeting held today, resolved to undertake an absorption-typecompany split (the “Company Split”), with November 1, 2024 as the effective date, whereby MFLM will be the successor
company in the absorption-type company split and IRM will be the splitting company in the absorption-type company split.
For details of the Company Split, please refer to “Notice Concerning Execution of the Absorption-type Company Split
Agreement between Asset Management Company Mitsui Fudosan Logistics REIT Management Co., Ltd. and ITOCHU
The merger described in this press release involves securities of a Japanese company. The merger is subject todisclosure requirements of Japan that are different from those of the United States. Financial information included inthis document, if any, was excerpted from financial statements prepared in accordance with foreign accounting
standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities
laws, since the issuer is located in Japan and some or all of their officers and directors reside outside of the UnitedStates. You may not be able to sue a Japanese company or its officers or directors in a Japanese court for violationsof the U.S. securities laws. It may be difficult to compel a Japanese company and its affiliates to subject themselves
to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities otherwise than under the merger, such as in the open
market or through privately negotiated purchases.
1

REIT Management Co., Ltd, and the Change of Principal Shareholder of Mitsui Fudosan Logistics REIT Management Co.,
Ltd.” released today.
As a result of the Merger and the Company Split, IRM will become a shareholder of MFLM (holding 23% of the voting
rights), MFLM will be entrusted by MFLP (MFLP after the Merger between MFLP and ADL) to manage assets.
1. Purpose of the Merger
Looking at the Japanese economy, while being impacted by the sluggish pace of recovery of the global economy, its growthin 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 Bank of Japan has been normalizing its monetary policy as economic
and social activities recover, in the foreign 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, sponsored by Mitsui FudosanCo., 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 andoperation of logistics facilities) and holding (holding of logistics facilities), the holding function will be conducted by MFLPREIT. The basic policy is to aim to maximize unitholder value through the MFLP-REIT’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 growth through public offerings, and as of today 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 and manages
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 today manages a portfolio consisting of a total of 16 properties (total acquisition price: 139,230 million yen), witha total number of 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 stableearnings and steady growth of assets under management over the medium to long term. At the same time, however, they areaware 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 throughpublic offerings are limited, coupled with deteriorating J-REIT market conditions against a backdrop of concerns over risinginterest 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 the Merger in March 2024,
and have carefully considered the Merger, as a measure to address these issues and to contribute to the continuous growth ofunitholders’ value in respect of each of MFLP-REIT and ADL. As a results, Each REIT reached the common understandingthat 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 today.
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 and 576.5 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 the enhancement2

of unitholder’s value and aim for sustainable growth as a representative of dedicated logistics 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 acquisition of the said assets. For details of the said
asset acquisition, please refer to ADL’s “Notice Concerning Acquisition of Trust Beneficiary Interest in Domestic Real Estate” dated today.

(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, a comprehensive
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 and leasing capability by maximally leveraging both sponsors’ platforms and networks.
2. Overview of the Merger(1) Schedule of the Merger(i) MFLP-REIT
Record date for the General Meeting of Unitholders
Board of Directors Meeting to approve the Merger Agreement
Date of execution of the Merger Agreement
Date of General Meeting of Unitholders
Record date for the Split of Investment Units
Effective date of the Split of Investment Units
Effective date of the Merger
Registration date of the Merger

July 31, 2024
August 5, 2024
September 30, 2024 (scheduled)
October 31, 2024 (scheduled)
November 1, 2024 (scheduled)
November 1, 2024 (scheduled)
Early November 2024 (scheduled)(Note) MFLP-REIT plans to split one investment unit into four investment units (“the Split of Investment Units”) with October 31, 2024 as therecord date for the Split of Investment Units and November 1, 2024 as the effective date of the split. For more details on the Split ofInvestment Units, please refer to “(3) Allocation of Investment Units under the Merger (Note 2)” below.

(ii) ADL
Board of Directors Meeting to approve the Merger Agreement
Date of execution of the Merger Agreement
Record date for the General Meeting of Unitholders
Date of General Meeting of Unitholders
Date of delisting
Effective date of the Merger
Registration date of the Merger

August 5, 2024
August 31, 2024 (scheduled)
October 10, 2024 (scheduled)
October 30, 2024 (scheduled)
November 1, 2024 (scheduled)
Early November 2024 (scheduled)(2) Form of the Merger
MFLP-REIT will be the surviving corporation under an absorption-type merger (kyushu gappei) and ADL will bedissolved in the Merger.
(3) Allocation of Investment Units under the Merger
MFLP-REIT

ADL(Surviving corporation in theabsorption-type merger)(Dissolving corporation in theabsorption-type merger)
1.168(Reference)
Before the Split of Investment Units
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 ofInvestment Units and November 1, 2024 as the effective date of the split; the merger ratio shown above and the number of the new3

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 forthe purpose of delivering to all unitholders of ADL at least one MFLP-REIT investment unit, and 1.168 MFLP-REIT investment unit willbe allocated and delivered for every one ADL investment unit. For more details on the Split of Investment Units, please refer to the “NoticeConcerning the Split of Investment Units” released today by MFLP-REIT.
(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 theallotment of 1.168 units of MFLP-REIT per unit of ADL. These fractional units will be sold through a market transaction in accordancewith statutory provisions, and the proceeds from the sale will be delivered to the unitholders who hold fractions, in proportion to the sizeof 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
amount equivalent to the cash distributions for the fiscal period (the payment will be the amount of distributable profit of ADL as of the
day immediately prior to the effective date of the Merger divided by the number of investment units that is obtained by 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)). The details will be announced once they are determined.

(4) Amendment to the Articles of Incorporation of the Surviving Corporation
MFLP-REIT is planning to submit the following proposals for the changes of the Articles of Incorporation subject to thecondition that the Merger takes effect: Change of the fiscal period in accordance with the Merger and adjustment to theprovision of the asset management fees, etc. (the “Changes to the Articles of Incorporation”) to the MFLP-REIT’s General
Meeting of Unitholders scheduled on September 30, 2024. For the details of the Changes to the Articles of Incorporation,please refer to the Exhibit 1 of the Merger Agreement attached to this press release as Exhibit and the press release “NoticeConcerning Approval of a Merger Agreement and Partial Amendments to the Articles of Incorporation” released by
MFLP today.
MFLP-REIT plans to file a notification pursuant to Article 191 of the Investment Trusts Act as soon as the Changes to
the Articles of Incorporation takes effect.
(5) Major Conditions Precedent for the Merger
The Merger is subject to the following conditions as of the day before the effective date of the Merger:(i) Each REIT has confirmed in a manner and substance reasonably satisfactory to them that no filing procedures forForm F-4 for the Merger is required under the U.S. securities law;(ii) ADL and IRM have agreed in advance to terminate the asset management agreement between ADL and IRM asof the effective date to the reasonable satisfaction of MFLP-REIT;(iii) for Each REIT, procedures which are required, in accordance with applicable laws and regulations and internal
regulations, to implement the Merger and the matters contemplated in relation to the Merger (for MFLP-REIT,
including the approval of the general meeting of unitholders for a proposal to approve the Merger Agreement, a
proposal to amend the Articles of Incorporation, and other proposals separately determined by MFLP-REIT and
ADL upon agreement, for ADL, including the approval of the general meeting of unitholders for a proposal toapprove the Merger Agreement, a proposal to terminate the asset management agreement, a proposal to amend
the Articles of Incorporation, and other proposals separately determined by MFLP-REIT and ADL upon
agreement) and obtaining permits, etc. have been completed;(iv) prior consent has been obtained from all financial institutions providing loans to Each REIT regarding theexecution of the Merger and the basic conditions of loans on or after the effective date of the Merger (with respect
to agreements for loans, including necessary measures to avoid the occurrence of any breach of financial
covenants, breach of covenants, or event of acceleration for MFLP-REIT after the Merger), and such consent has
not been withdrawn (such consent must be in writing unless there are reasonable grounds for being unable toobtain a written consent);(v) Each REIT has obtained the prior consent to execute the Merger from the other party from whom MFLP-REIT
or ADL is obliged under agreements, etc. (limited to those that have a significant impact on the operation of
MFLP-REIT after the Merger) to obtain such consent to execute the Merger (except for the financial institutions
4

set forth in item (iv) above and the party with whom MFLP-REIT and ADL agree upon consultation that it is lessnecessary to maintain the said agreement, etc. in the operation of the surviving corporation after the Merger), andsuch consent has not been withdrawn (such consent must be in writing unless there are reasonable grounds forbeing unable to obtain a written consent);(vi) with respect to the borrowings of Each REIT that will become due for repayment during the period from the dateof execution of the Merger Agreement to the effective date, refinancing has been executed through borrowings
with terms and conditions reasonably satisfactory to Each REIT with respect to the repayment date, interest rate,
and other conditions;(vii) no event has occurred that is reasonably concluded to markedly impede or make markedly difficult the realizationof the Merger (including, but not limited to, any events related to the Merger that will have a material adverse
effect on the cash flow of the surviving investment corporation after the Merger);(viii) none of MFLP-REIT and ADL is in breach of any obligations under agreements (including the Merger
Agreement) or late in payment of any monetary obligations (including taxes and public charges) (in each case,
excluding de minimis matters). With respect to Each REIT, there is no occurrence of event of acceleration(including any event that would constitute an event of acceleration upon notice and/or the passage of time),
suspension of payment, inability to pay debts, or filing of petition for or commencement of bankruptcy
proceedings, special liquidation proceedings, civil rehabilitation proceedings, or other applicable insolvency
proceedings;(ix) Each REIT has consummated all purchases and sales under agreements for the acquisition of properties that were
executed by the date of execution of the Merger Agreement (including the same date), with a scheduled execution
date of no later than the effective date under such agreements (not including the same date), and, in addition, there
is no specific risk that all purchases and sales that are scheduled to be consummated on or after the effective dateunder the relevant agreements will not be consummated;(x) none of MFLP-REIT, MFLM, ADL or IRM has been subject to revocation of registration, suspension ofoperations in whole or in part, or other administrative disposition by supervisory authorities having a material
impediment or material impact on the implementation of the Merger; and(xi) no cause for cancellation or termination has occurred under the absorption-type company split agreement executed
between MFLM and IRM on the same date as the execution date of the Merger Agreement, and it is certain thatsuch company split will take effect on the effective date.
If on the day preceding the effective date of the Merger any of the following conditions precedent to the Merger’s taking
effect has not been satisfied or if it has become clear that any of the following conditions precedent to the Merger’s taking
effect will not be satisfied by the day preceding the effective date of the Merger (in each case, unless, in cases where thesubject prerequisite is one of items (i) through (x) above, the failure to fulfill such item is caused by violations, defects, or
problems attributable to itself or its related parties), MFLP-REIT or ADL will be entitled to cancel the Merger Agreement
without incurring any liability or payment duties to the adversary party (provided, however, that the foregoing shall not
apply to liability or payment duties in a case where the party that gave such notice is in breach of the Merger Agreement)with a written notice to the adversary party prior to the effective date.
3. Basis for the Calculation of the Allocation of Investment Units upon the Merger(1) 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 and requested each financial advisor to perform afinancial 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 figuresprior to taking into consideration the Split of Investment Units, by MFLP-REIT, of one investment unit into four
investment units as mentioned above in “2. Overview of the Merger, (3) Allocation of Investment Units under the
Merger”.
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 and analogical 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 adjusted net asset value analysis. A summary of the results of the calculations by Daiwa Securities
is as follows.
5

Valuation Approach
Historical Unit Price Analysis
Comparable Trading Multiple Analysis
DDM Analysis
Adjusted Net Asset Value Analysis

MFLP-REIT
1
1
1
1

ADL
0.276～0.281
0.280～0.338
0.216～0.326
0.346

In the historical unit price analysis, the closing prices of investment units as of the base date for calculation and thesimple 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 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 asignificant 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 press release.
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 and conditions of the Merger. Because theinvestment 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 ofvaluation and analysis of the investment unit values based on dividends that unitholders of Each REIT are expected toreceive in the future, and for the purpose of reflecting the market values of the properties 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 as follows.
Valuation Approach
Historical Unit Price Analysis
Comparable Trading Multiple Analysis
DDM Analysis
Adjusted Net Asset Value Analysis

MFLP-REIT
1
1
1
1

ADL
0.28～0.28
0.26～0.40
0.25～0.42
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 status of 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 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 SMBC Nikko Securities’
analysis, please refer to (Note 2) at the end of this press release.
(2) Background of the Calculation
After comprehensively taking into account the financial results, status of assets and liabilities, future prospects of thebusiness, synergies to be created by the Merger and the results of the financial analysis conducted by the financial
advisors for MFLP-REIT and ADL and discussing and negotiating meticulously, MFLP-REIT and ADL executed theMerger Agreement, as they determined the above-mentioned merger ratio to be appropriate.
(3) 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 the Ordinance Regarding Calculation of the Investment Corporation(Cabinet Ordinance No. 47 of 2006, 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 thirdparty 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;
6

The implementation of prescribed information barrier measures between the department responsible forcalculating 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 same terms and conditions as those with generalbusiness 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, and that there are no particular issues with ADL
requesting SMBC Nikko Securities to calculate the merger ratio. Consequently, ADL has appointed SMBC Nikko
Securities as a financial advisor and third-party valuation firm.
2.

(4) Prospects and Reasons for Delisting
The Merger is planned to be implemented in the form of an absorption-type merger. It is expected that ADL will dissolvein accordance with Article 143(iv) of the Investment Trusts Act, and the investment units issued by ADL will be delisted
on October 30, 2024, which is two business days prior to the effective date of the Merger, in accordance with the Criteria
for Delisting set forth by Tokyo Stock Exchange. Upon the Merger, the unitholders of ADL will be allotted new MFLPREIT investment units in proportion to the number of investment units they hold and thereby own MFLP-REIT
investment units, and MFLP-REIT investment units are already listed on the Tokyo Stock Exchange and will continue
to be tradable on the Tokyo Stock Exchange.
(5) Measures to Ensure Fairness(i) Measures to Secure Fairness in the Course of Considering Pros and Cons of Merger and Merger 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 MFLM,
which is the asset management company for MFLP-REIT, IRM, which is the asset management company for ADL, andtheir 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 andnegotiations, as set forth in (2) above.
In addition, in the course of considering the Merger, MFLP-REIT has timely reported the status of the consideration to
the Board of Directors of the investment corporation, which is constituted by one executive director and two supervisory
directors, whose independence from an 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 the investment corporation, whichis constituted by one executive director and three supervisory directors, whose independence from an asset managementcompany 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.
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.
(ii) Measures to Secure Fairness in the Calculation of the Merger Ratio
As described in items (1) through (3) above, MFLP-REIT and ADL requested their respective 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 thirdparty financial advisor, for its unitholders, and obtained a report of merger ratio analysis, in which analyses of allotmentof units in the Merger were conducted from a financial viewpoint under certain assumptions. Given the above, theBoard of Directors of 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 thirdparty financial advisor, for its unitholders, and obtained a report of merger ratio analysis, in which analyses of allotmentof units in the Merger were conducted from a financial viewpoint under certain assumptions. Given the above, theBoard of Directors of 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-called a “fairness opinion”) fromthe relevant financial advisor to the effect that the merger ratio is financially suitable for each unitholder of each
investment corporation.
7

4．Overview of Parties Involved in the Merger
Surviving Corporation
(1)

Name

Mitsui Fudosan Logistics Park Inc.

(2)

Location

6-8-7 Ginza, Chuo-ku, Tokyo

(3)
(4)
(5)

Hiroshi Asai
212,399 million yen
March 4, 2016
608,000 units

674,400 units

(7)
(8)

Name of Executive Director
Unitholders’ Capital (Note 1)
Date of Incorporation
Total Number of Investment Units
Issued and Outstanding (Note 2)
End of Fiscal Period (Note 3)
Main Assets under Management

Dissolving Corporation
Advance Logistics Investment
Corporation
1-105, Kanda-Jinbocho, Chiyoda-ku,
TokyoKenji Kousaka
72,380 million yen
May 1, 2018

(9)

Main Financing Banks(10)

Major Unitholders and their
Unitholding Ratios (Note 4)

(6)

(11)
(12)
(13)
(14)

Name of Asset Management
Company
Location of Asset Management
Company
Name and Title of Representativeof Asset Management Company
Relationship between Parties Involved
Capital Relationship
Personnel Relationship
Business Relationship
Status as Related Party

January and July
February and AugustReal estate, and real estate trust beneficiary interest
Sumitomo Mitsui Banking Corporation, Sumitomo Mitsui Banking Corporation,
Mizuho Bank, Ltd., MUFG Bank, Ltd.,
Sumitomo Mitsui Trust Bank, Limited,
Shinkin Central Bank, Sumitomo
Mizuho Bank, Ltd., MUFG Bank, Ltd.,
Mitsui Trust Bank, Limited
Mizuho Trust & Banking Co., Ltd., The
Norinchukin Bank
Custody Bank of Japan,
Custody Bank of Japan, Ltd.
17.98%
20.89%
Ltd. (Trust Account)(Trust Account)
The Master Trust Bank of
The Master Trust Bank ofJapan, Ltd.
16.33% Japan, Ltd.
15.57%(Trust Account)(Trust Account)
The Nomura Trust andBanking Co., Ltd.
4.86% ITOCHU Corporation
4.98%(Investment Trust Account)
The Nomura Trust and
Mitsui Fudosan Co., Ltd.
4.75% Banking Co., Ltd.
4.90%
(Investment Trust Account)
SSBTC CLIENT
JP MORGAN CHASE
2.23%
2.13%
OMNIBUS ACCOUNTBANK 385771
Mitsui Fudosan Logistics REIT
ITOCHU REIT Management Co., Ltd.
Management Co., Ltd.
1-105, Kanda-Jinbocho, Chiyoda-ku,
6-8-7 Ginza, Chuo-ku, Tokyo
Tokyo
Shinobu Sakanoshita, President and Chief Junichi Shoji, President and Chief
Executive Officer
Executive Officer
There is no capital relationship requiring special mention among the parties involvedin the Merger and their asset management companies.
There is no personnel relationship requiring special mention among the parties
involved in the Merger and their asset management companies.
There is no business relationship requiring special mention among the parties
involved in the Merger and their asset management companies
Neither of the parties involved in the Merger nor their asset management companies
fall under affiliated parties.

(Note 1) The amounts stated in “Unitholders’ Capital” are as of the date of this press release. Those are the amounts of unitholders’ capital minus theamounts of deductions from unitholders’ capital.
(Note 2) MFLP-REIT’s amounts stated in “Total Number of Outstanding Investment Units” are as of January 31, 2024, those of ADL are as of February
29, 2024.
(Note 3) MFLP-REIT is planning to submit to the general meeting of unitholders of MFLP-REIT scheduled on September 30, 2024 the following proposal
for the changes to the Articles of Incorporation, subject to the condition that the Merger takes effect: Change the current 17th fiscal period from
August 1, 2024 to January 31, 2025 to the period from August 1, 2024 to October 31, 2024 and change the current 18th fiscal period to the period
from November 1, 2024 to July 31, 2025. If the proposal for the aforementioned change is approved in the general meeting of unitholders, thelast fiscal period of MFLP-REIT before the effective date of the Merger is expected to be a three-month period from August 1, 2024 to October
31, 2024 as the 17th fiscal period and the first period of MFLP-REIT after the effective date of the Merger is expected to be a nine-month period8

from November 1, 2024 to July 31, 2025 as the 18th fiscal period. The 19th fiscal period and subsequent fiscal periods will be from February 1
to July 31 and from August 1 to January 31 of the following year, respectively.
(Note 4) MFLP-REIT’s figures stated in “Major Unitholders” and “Unitholding Ratios” are based on the unitholder register as of January 31, 2024, theseof ADL are based on the unitholder register as of February 29, 2024, respectively. Accordingly, the figures may not reflect the actual holdings of
the unitholders. Hereinafter the same shall apply. “Unitholding Ratio” is rounded down to the second decimal place.

(15) Business Results for the Last 3 Fiscal Periods(i) MFLP-REIT (Unit: million yen, unless otherwise stated)
Fiscal Period Ended
January 2023
Operating Revenue
10,960Operating Income
4,504
Ordinary Income
4,206
Net Income
4,205
Net Income per Unit (yen)7,300(Note)
Distributions per Unit (yen)8,401
Net Assets per Unit (yen)354,567
Net Assets
204,230
Total Assets
336,551

July 2023
11,478
4,604
4,261
4,260
7,396

January 2024
11,845
4,738
4,407
4,405
7,264

8,804
353,562
203,652
350,013

8,898
358,192
217,781361,107(Note) “Net Income per Unit” is calculated by dividing net income by the weighted average number of investment units for the period.

(ii) ADL (Unit: million yen, unless otherwise stated)
Fiscal Period Ended
February 2023 (Note1)
Operating Revenue
4,027
Operating Income
2,044
Ordinary Income
1,807
Net Income
1,806
Net Income per Unit (yen)2,794(Note 2)Distributions per Unit (yen)3,239
Net Assets per Unit (yen)111,356
Net Assets
75,098
Total Assets
130,842

August 2023

February 2024
3,689
1,848
1,644
1,643
2,436

3,728
1,868
1,662
1,661
2,464

2,826
110,536
74,545
135,2862,856
110,182
74,307135,180(Note 1) ADL changed its fiscal year-end from the last day of January and the last day of July each year to the last day of February and the last day ofAugust each year by resolution of the 4th general meeting of unitholders held on April 27, 2022. Accordingly, the fiscal year ended February
2023 is a seven-month period from August 1, 2022 to February 28, 2023.
(Note 2) “Net Income per Unit” is calculated by dividing net income by the weighted average number of investment units for the period.

5. Post-Merger Status(1) Status of Surviving Corporation
Surviving Corporation
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)

Name
Location
Name of Executive Director
Unitholders’ CapitalEnd of Fiscal Period
Net Assets
Total Assets
Name of Asset Management Company
Location of Asset Management
Company
Name and Title of Representative ofAsset Management Company

Mitsui Fudosan Logistics Park Inc.
6-8-7 Ginza, Chuo-ku, Tokyo
Hiroshi Asai
To be determined (not confirmed at this time)
January and July
To be determined (not confirmed at this time)
To be determined (not confirmed at this time)
Mitsui Fudosan Logistics REIT Management Co., Ltd.
6-8-7 Ginza, Chuo-ku, Tokyo
Shinobu Sakanoshita, President and Chief Executive Officer(Note) MFLP-REIT is planning to submit to the general meeting of unitholders of MFLP-REIT scheduled on September 30, 2024 the following proposal forthe changes to the Articles of Incorporation, subject to the condition that the Merger takes effect: Change the current 17th fiscal period from August 1,

9

2024 to January 31, 2025 to the period from August 1, 2024 to October 31, 2024 and change the current 18th fiscal period to the period from November
1, 2024 to July 31, 2025. If the proposal for the aforementioned change is approved in the general meeting of unitholders, the last fiscal period of
MFLP-REIT before the effective date of the Merger is expected to be a three-month period from August 1, 2024 to end of October 2024 as the 17th
fiscal period and the first period of MFLP-REIT after the effective date of the Merger is expected to be a nine-month period from November 1, 2024
to end of July 2025 as the 18th fiscal period. The 19th fiscal period and subsequent fiscal periods will be from February 1 to end of July and from
August 1 to end of January of the following year, respectively.

(2) Major Unitholders and Unitholding Ratio before and after Merger
Before the Merger (Note 1)
MFLP-REIT (as of January 31, 2024)
Custody Bank of Japan, Ltd. (Trust Account)
The Master Trust Bank of Japan, Ltd.
(Trust Account)
The Nomura Trust and Banking Co., Ltd.
(Investment Trust Account)

17.98%
16.33%
4.86%

ADL (as of February 29, 2024)
Custody Bank of Japan, Ltd. (Trust Account)
The Master Trust Bank of Japan, Ltd.
(Trust Account)
ITOCHU Corporation

20.89%
15.57%
4.98%

Mitsui Fudosan Co., Ltd.

4.75%

SSBTC CLIENT OMNIBUS ACCOUNTSMBC Nikko Securities Inc.
STATE STREET BANK AND TRUST COMPANY
505103
STICHTING PENSIOENFONDS ZORG ENWELZIJN

2.23%
2.23%

The Nomura Trust and Banking Co., Ltd.
(Investment Trust Account)
JP MORGAN CHASE BANK 385771
The Shinkumi Federation Bank

1.62%

The Aichi Bank, Ltd.

1.57%

1.61%

The Hachijuni Bank, Ltd.

1.56%

JP MORGAN CHASE BANK 380072

1.54%

STATE STREET BANK WEST CLIENT TREATY 505234

1.50%

STATE STREET BANK WEST CLIENT - TREATY
505234

1.53%

SSBTC CLIENT OMNIBUS ACCOUNT

1.23%

4.90%
2.13%
1.92%

After Merger (Note 2)(Simple total after taking into account the merger ratio)
Custody Bank of Japan, Ltd. (Trust Account)
The Master Trust Bank of Japan, Ltd. (Trust Account)
The Nomura Trust and Banking Co., Ltd. (Investment Trust Account)
Mitsui Fudosan Co., Ltd.
SSBTCCLIENT OMNIBUS ACCOUNTSMBC Nikko Securities Inc.
STATE STREET BANK AND TRUST COMPANY 505103
STICHTING PENSIOENFONDS ZORG EN WELZIJNJP MORGAN CHASE BANK 385781
ITOCHU Corporation

18.69%
16.15%
4.87%
3.59%
1.98%
1.72%
1.48%
1.32%
1.24%
1.22%

(Note 1) MFLP-REIT’s figures stated in “Major Unitholders” and “Unitholding Ratio” are based on the unitholder register as of January 31, 2024, these of
ADL are based on the unitholder register as of February 29, 2024. Accordingly, the figures may not reflect the actual holdings of the unitholders.
“Unitholding Ratio” is rounded down to the second decimal place.
(Note 2) For “Major Unitholders” and “Unitholding Ratio” after the Merger, the number of investment units is calculated on the basis of the ratios of investment
units held by the major unitholders prior to the Merger as described above and on the assumption of MFLP-REIT investment units being allocated inaccordance with the content of “2. Overview of the Merger, (3) Allocation of Investment Units under the Merger” above. “Unitholding Ratio” isrounded down to the second decimal place.

(3) Amendment to Asset Management Agreement
After the Merger, MFLP-REIT plans to continue entrusting its asset management functions to MFLM (to which MFLPREIT is currently entrusting such services). Regarding the asset management agreement currently in force between MFLPREIT and MFLM, MFLP-REIT will enter into an amendment agreement to the effect that necessary changes will be madein accordance with the Changes to the Articles of Incorporation, subject to the approval of the Changes to the Articles ofIncorporation by the General Meeting of Unitholders of MFLP-REIT and the effectuation of the Merger.
ADL will terminate the asset management agreement with IRM as of the effective date of the Merger, subject to the approval
to be obtained at ADL’s General Meeting of Unitholders and on the condition that the Merger takes effect. No amendment
to the current asset management agreements in force between ADL and IRM is scheduled.
10

(4) Amendment to Investment Policy
MFLM, while maintaining the current investment policy of MFLP after the Merger in principle, is considering making
partial changes to MFLP’s investment guidelines, subject to the Merger taking effect. Specific details of such amendments
will be announced as soon as they are determined.
(5) Amendment to agreements with sponsors, etc.
With respect to the sponsor support to be provided by ITOCHU to MFLP, MFLM executed today with ITOCHU a right offirst look and preferential negotiation agreement in which the start of effective period of the agreement is the effective dateof the Merger. In addition, MFLM executed today with ITOCHU Property Development, a right of first look and preferential
negotiation agreement in which the start of effective period of the agreement is the effective date of the Merger.
(ⅰ) Right of first look and preferential negotiation agreement with ITOCHU
The agreement includes the provision of information and the grant of preferential negotiation rights on Subject Properties(properties that ITOCHU determines, at its own discretion as of the date of the notice, may be sold to MFLP-REIT, fromamong properties held by ITOCHU Corporation, companies and entities in which ITOCHU Corporation holds an equity
interest, or those that have accepted investment from ITOCHU Corporation; hereinafter the same applies) and other support
related to properties acquired from the ITOCHU Group etc.(including providing a list of potential tenants, acting as anintermediary with such potential tenants and advice and assistance in the acquisition, sale, and management of real estate,etc.) by ITOCHU.
The main details of the provision of information and the grant of preferential negotiation rights on Subject Properties under
the said agreement are as follows.
・ITOCHU shall provide with MFLM a written notice annually (at the end of January or on a separately agreed upon date)of information about Subject Properties.
・When ITOCHU plans to sell all or part of the Subject Properties and intends to provide information or otherwise solicit
the acquisition to a third party other than MFLM, except in specified cases, prior to commencing such action, ITOCHU
shall provide MFLM with a written notice confirming its intent to acquire (the Subject Properties for which the saleactivity will be commenced is hereinafter referred to as the “Properties Planned for Sale”).
・If ITOCHU provides MFLM with the written notice confirming its intent to acquire and MFLM provides ITOCHU
with a written notice of MFLP’s intent to acquire within five business days of receiving the notice, ITOCHU and MFLM
shall, during the prescribed consultation period, engage in good faith consultations for a transaction of the Properties
Planned for Sale in preference to other parties.
・If the consultations do not result in agreement after the prescribed consultation period or if the consultations are
unsuccessful, after providing a written notice with MFLM of the results of the consultation, ITOCHU may provide
information or otherwise solicit the acquisition to other potential acquirers and carry out the sale of the Properties
Planned for Sale.
・ITOCHU shall, except in specified cases, provide information on properties that meets the investment targets in MFLP’s
asset management guidelines and investment criteria stipulated therein priority to investment corporations that enter into
asset management agreements with IRM or private funds that enter into discretionary investment agreements orinvestment advisory agreements and conduct the following procedures. Without the aforementioned notice to MFLM,
ITOCHU shall not provide information to them.
(ⅱ) Right of first look and preferential negotiation agreement with ITOCHU Property Development
The agreement includes the provision of information and the grant of preferential negotiation rights on Subject Properties
by ITOCHU Property Development. The main details of the provision of information and the grant of preferential
negotiation rights on Subject Properties under the said agreement are same as the right of first look and preferential
negotiation agreement with ITOCHU.
There are no plans to change the agreements that MFLM has entered into with its sponsors, etc. as of today.
The existing support agreements that ADL and IRM have entered into with their sponsors as of today will be terminated asof the effective date of the Merger, subject to the Merger taking effect.
6. Outline of Accounting Treatment
The purchase method is expected to be used in the accounting treatment of the Merger with MFLP-REIT as the acquiring
corporation and ADL as the acquired corporations, by applying the Accounting Standards for Business Combinations(ASBJ Statement No. 21, revised as of January 16, 2019). Positive goodwill or negative goodwill is expected to arise as aresult of the Merger, but the amount is currently uncertain. It will be announced as soon as it has been determined.
7. Outlook
MFLP-REIT is planning to submit to the General Meeting of Unitholders scheduled on September 30, 2024 the following
11

proposal for the changes to the Articles of Incorporation, subject to the Merger taking effect: Change the current 17th
fiscal period from August 1, 2024 to January 31, 2025 to the period from August 1, 2024 to October 31, 2024 and change
the current 18th fiscal period to the period from November 1, 2024 to July 31, 2025.
For the operating result forecasts after the Merger based on the approval of the above proposal, please refer to the press
release “Notice Concerning Disclosure of Operating Results Forecasts for the Fiscal Period Ending July 31, 2025 and the
Fiscal Period Ending January 31, 2026, Following the Merger of Mitsui Fudosan Logistics Park Inc. and Advance Logistics
Investment Corporation” released today.
Also, for the operating results forecast for the 17th fiscal period, which is the last fiscal period before the Merger takes effect,
based on the approval of the above proposal, please refer to the press release “Notice Concerning Revisions to Operating
Results and Distributions Forecast Due to Changes in Operating Period and Fiscal Period”. In addition, for the operating
results forecast of ADL, please refer to the press release “Notice Concerning Revision of Operating Forecasts for the Periods
Ending August 31, 2024 and February 28, 2025 and Forecast of Merger Grant.”
End.
*Websites of Each REIT
Mitsui Fudosan Logistics Park Inc.:
Advance Logistics Investment Corporation:

https://www.mflp-r.co.jp/en/
https://www.adl-reit.com/en/

12

(Note 1)
In analyzing the merger ratio, Daiwa Securities has assumed that all of the information under analysis and consideration (including, but not limited to, theinformation 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 such information. In analyzing the merger ratio, Daiwa Securities did not make any independent valuation, appraisal or assessment of allof the assets or liabilities (including, but not limited to, derivative financial instruments, off-balance-sheet assets or liabilities, or any other contingent liabilities)
of Each REIT, including analysis and valuation of their 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 managementsof 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 assumingthat all such materials and information are accurate and complete, without independent verification of the accuracy or completeness of those materials andinformation. 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 orassessment from a third-party institution. Further, SMBC Nikko Securities has assumed that the financial projections provided by Each REIT has been preparedin 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 orby 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.

13

Exhibit

Merger Agreement

August 5, 2024

14

Merger Agreement
Mitsui Fudosan Logistics Park Inc. (“MFLP-REIT”) and Advance Logistics Investment Corporation(“ADL”) enter into this merger agreement (this “Agreement”) as follows in relation to the merger
among MFLP-REIT and ADL (the “Merger”).

Article 1 (Method of merger)
MFLP-REIT and ADL shall implement an absorption type merger, with MFLP-REIT as the surviving
corporation, and ADL as the dissolving corporation, under Article 147 of the Act on Investment Trusts
and Investment Corporations (Act No. 198 of 1951, as amended; the “Investment Trusts Act”).
Article 2 (Corporate names and addresses of merging parties)
The names and addresses of the surviving corporation and the dissolving corporations are as follows.
(1) Corporate name and address of the surviving corporation
Corporate Name:

Mitsui Fudosan Logistics Park Inc.

Address:

6-8-7 Ginza, Chuo-ku, Tokyo(2) Corporate name and address of the dissolving corporation
Corporate Name:

Advance Logistics Investment Corporation

Address:

1-105, Kanda-Jinbocho, Chiyoda-ku, Tokyo

Article 3 (Split of MFLP-REIT investment units)
Provided that this Agreement has not been terminated pursuant to Article 13 or any other provision ofthis Agreement, MFLP-REIT shall split the investment units owned by the unitholders stated orrecorded on the final unitholders register of MFLP-REIT as of the day immediately preceding theeffective date of the Merger (the “Effective Date”) into four investment units for every one investment
unit on the Effective Date (the “Split of Investment Units”).
Article 4 (Method for calculating the number of investment units to be issued and allotted at the timeof the Merger and matters regarding the allotment)
1.

At the time of the Merger, MFLP-REIT shall issue new investment units in such number (rounded
down to the nearest whole number) as is calculated by multiplying by 1.168 the aggregate numberof ADL investment units owned by the unitholders stated or recorded on the final unitholders
register of ADL as of the day immediately preceding the Effective Date (excluding MFLP-REIT,
ADL and the unitholders of ADL who have requested the purchase of their investment units inaccordance with the provisions of Article 149-3 of the Investment Trusts Act (except for the15

unitholders who have withdrawn such request for the purchase); the “Allotted Unitholders”), andshall allot and deliver to the Allotted Unitholders 1.168 MFLP -REIT investment units per 1 ADL
investment unit owned by the Allotted Unitholders. However, the effect of the allotment anddelivery, as well as the Merger, shall be subject to the condition precedent that the Split ofInvestment Units takes effect on the Effective Date. If the Split of Investment Units does not takeeffect on the Effective Date, MFLP-REIT and ADL shall change the Effective Date and take othernecessary measures for the Merger to take effect upon agreement through consultation in goodfaith.
2.

In the case of the preceding paragraph, if there are any fractions of less than one MFLP-REIT
investment unit in the investment units that must be delivered to Allotted Unitholders, MFLPREIT shall treat such fractions pursuant to Article 149-17 of the Investment Trusts Act.

Article 5 (Matters regarding total unitholders’ capital of the surviving corporation)
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 MFLP-REIT and ADL may change suchamount upon agreement through consultation, taking into consideration the financial conditions of
MFLP-REIT and ADL on the day immediately preceding the Effective Date.
(1) Unitholders’ Capital: 0 yen(2) Capital Surplus:

The amount obtained by deducting the amount set forth in the preceding
item from the amount of increase or decrease in the unitholders’ equity,
etc., set forth in Article 22, Paragraph 1 of the Ordinance on
Accountings of Investment Corporations (Cabinet Office Ordinance No.
47 of 2006, as amended)

Article 6 (Effective Date)
1.

The Effective Date of the Merger shall be November 1, 2024

2.

Notwithstanding the provisions of the preceding paragraph, MFLP-REIT and ADL may change
the Effective Date upon agreement through consultation, if necessary, in order to complete theprocedures for the Merger or for any other reason.

Article 7 (General meeting of unitholders to approve this Agreement etc.)
1.

MFLP-REIT shall hold a general meeting of unitholders on September 30, 2024 or a dateseparately determined by MFLP-REIT and ADL upon agreement, to request approval of (ⅰ) aproposal to approve this Agreement, in accordance with the provisions of Article 149-7,
Paragraph 1 of the Investment Trusts Act, (ⅱ) a proposal to amend the Articles of Incorporation
as set forth in Exhibit 1 on the effective date of Merger, subject to the Merger taking effect, and16

(ⅲ) other proposals separately determined by MFLP-REIT and ADL upon agreement.
2.

ADL shall hold a general meeting of unitholders on October 10, 2024 or a date separately
determined by MFLP-REIT and ADL upon agreement, and request approval of (ⅰ) a proposal toapprove this Agreement, in accordance with the provisions of Article 149-2, Paragraph 1 of theInvestment Trusts Act, (ⅱ) a proposal to terminate the asset management agreement between ADL
and ADL’s asset management company (which shall mean an asset manager as referred to in
Article 2, Paragraph 21 of the Investment Trusts Act; the same shall apply hereinafter) subject tothe Merger taking effect, (ⅲ) a proposal to amend the Articles of Incorporation to the effect that,in the event that its fiscal period ends upon as a result of the Merger, the asset management fee
shall be calculated deeming the fiscal period to end on the day immediately preceding theEffective Date, and (ⅳ) other proposals separately determined by MFLP-REIT and ADL upon
agreement.

Article 8 (Post-merger corporate name and related entities, etc. of MFLP-REIT)
1.

MFLP-REIT’s corporate name shall not be changed upon the Merger, and the corporate name
“Mitsui Fudosan Logistics Park Inc.” will be retained after the Merger.

2.

MFLP-REIT’s asset management company, asset custody company (which shall mean an asset
custody company as referred to in Article 2, Paragraph 22 of the Investment Trusts Act; the same
shall apply hereinafter), administrative agent (which shall mean an administrative agent as
referred to in Article 2, Paragraph 23 of the Investment Trusts Act to which the services set out
in each item of Article 117 of the Investment Trusts Act shall be entrusted; the same shall apply
hereinafter), and accounting auditor shall not be changed upon the Merger. Provided, however,that with respect to the agreements between ADL and the administrative agents for investment
corporation bonds of ADL, MFLP-REIT shall succeed to such agreements upon the Merger, andsuch administrative agents shall become administrative agents for investment corporation bondsof MFLP-REIT.

3.

Subject to the Merger taking effect, ADL shall, until the Effective Date (not including the samedate), terminate to the reasonable satisfaction of MFLP-REIT its asset management agreementwith its asset management company, asset custody agreement with its asset custody company,
administration agreements with its administrative agents (except for agreements withadministrative agents for investment corporation bonds), and any other agreement separately
determined by MFLP-REIT and ADL upon agreement. Provided, however, that MFLP-REIT
shall succeed to the obligations of ADL to pay the fees that have to be paid under the agreements
set forth in this paragraph that have not been paid as of the Effective Date.

4.

Notwithstanding the preceding two paragraphs, MFLP-REIT and ADL may change theprovisions thereof upon agreement through consultation.

17

Article 9 (Cash distribution)
1.

During the period from the date of execution of this Agreement (including the same date) to the
Effective Date (not including the same date), MFLP-REIT shall not make cash distributions tounitholders, except for cash distributions up to the amount of distributable profit (which shallmean the amount of profit as referred to in Article 136, Paragraph 1 of the Investment Trusts Act;the same shall apply hereinafter) for the fiscal period ended July 31, 2024, distribution in excess
of retained earnings related to allowance for temporary difference adjustments, and distribution
in excess of retained earnings (return of capital applicable to distribution reducing unitholders’capital for tax purposes) up to 75% of FFO for the relevant fiscal period (net income (excluding
gains/losses on sales of real estate, etc.) plus depreciation and amortization for the relevant fiscal
period) for the relevant fiscal period which are paid to unitholders or registered investment unit
pledge holders stated or recorded on the final unitholders register of MFLP-REIT as of July 31,
2024. In addition, during the period from the date of execution of this Agreement (including thesame date) to the Effective Date (not including the same date), MFLP-REIT shall not purchaseinvestment units for consideration by agreement with any unitholder.

2.

During the period from the date of execution of this Agreement (including the same date) to the
Effective Date (not including the same date), ADL shall not make cash distributions tounitholders, except for cash distributions up to the amount of distributable profit for the fiscal
period ending August 31, 2024, distribution in excess of retained earnings related to allowancefor temporary difference adjustments, and distribution in excess of retained earnings (return ofcapital applicable to distribution reducing unitholders’ capital for tax purposes) up to 30% ofdepreciation and amortization for the relevant fiscal period which are paid to unitholders or
registered investment unit pledge holders stated or recorded on the final unitholders register of
ADL as of August 31, 2024. In addition, during the period from the date of execution of thisAgreement (including the same date) to the Effective Date (not including the same date), ADL
shall not purchase investment units for consideration by agreement with any unitholder.

3.

Notwithstanding the preceding two paragraphs, if the Effective Date is changed to a date afterNovember 1, 2024, MFLP-REIT and ADL will determine the treatment of cash distributions upon
agreement through consultation.
Article 10 (Payment upon Merger)
In addition to the investment units as set forth in Article 4, section1, in lieu of ADL’s cash
distribution to unitholders of ADL for ADL’s fiscal period ending on the day immediately preceding
the Effective Date (the “ADL’s Final Fiscal Period”), MFLP-REIT shall make a Payment upon the
Merger (dividend of profit) to the Allotted Unitholders or registered investment unit pledge holders

18

related to the investment units held by them within a reasonable period, after the Effective Date,considering calculation of ADL’s revenue for ADL’s Final Fiscal Period, administrative proceduresfor the delivery of a Payment upon the Merger, etc. The amount of such Payment upon the Merger
shall be calculated in accordance with the following formula (truncated to the nearest yen) for every
one ADL investment unit the Allotted Unitholders own.
AmountPayment upon the
MergerAmount of ADL’s distributable profitofperinvestment unit＝

as of the day immediately preceding the Effective Date
Number of ADL investment units issued and outstanding
as of the day immediately preceding the Effective Date

“Number of ADL investment units issued and outstanding as of the day immediately preceding theEffective Date” described in the formula above is the number of investment units that is obtained bydeducting (a) the number of investment units held by unitholders of ADL other than the Allotted
Unitholders from (b) the number of ADL investment units issued and outstanding as of the day
immediately preceding the Effective Date.
Article 11 (Succession of corporate property)
On the Effective Date, MFLP-REIT shall succeed to any and all assets, liabilities, rights andobligations of ADL existing as of the Effective Date.
Article 12 (Covenants)
1.

During the period from the date of execution of this Agreement (including the same date) to the
Effective Date (not including the same date), MFLP-REIT and ADL shall each conduct theirrespective businesses and manage and operate their respective properties with the due care of aprudent manager, in substantially the same manner and in the ordinary course of business as waspracticed prior to the execution of this Agreement, and cause their respective asset managementcompanies, asset custody companies, administrative agents, accounting auditors, and other third
parties to do the same, and shall obtain the prior consent of the adversary party (such consent
shall not be unreasonably refused, withheld or delayed) before taking any action that might havematerial impact on their respective assets, rights or obligations (such action includes, but notlimited to, issuance of investment units, issuance of investment corporation bonds, newborrowings (excluding any borrowing to pay existing loans), or entering into or performing a saleor purchase agreement for assets. However, this excludes those set forth in this Agreement andthose based on agreements already entered into and announced by the date of execution of thisAgreement (including the same date)).

2.

During the period from the date of execution of this Agreement (including the same date) to the
Effective Date (not including the same date), MFLP-REIT and ADL shall take practical measures

19

necessary for MFLP-REIT to succeed to ADL's assets, liabilities and obligations by the Merger,
and provide necessary cooperation such as mutual information exchange and have each asset
management company provide necessary cooperation to implement such measures.
3.

During the period from the date of execution of this Agreement (including the same date) to the
Effective Date (not including the same date), MFLP-REIT and ADL shall be responsible for the
performance of their respective borrowing and other obligations and shall not cause a breach offinancial covenants or other breach of contract.

4.

MFLP-REIT and ADL shall immediately give notice to the other parties, if, during the period
from the date of execution of this Agreement (including the same date) to the Effective Date (notincluding the same date), any party learns of any event which may reasonably have a material
impact on their business, financial condition, or the Merger (including, but not limited to, an
event such as a breach of financial covenants or other breach of contract, breach of laws andregulations by MFLP-REIT or ADL, or a matter indicated by the relevant authorities). In thiscase, MFLP-REIT and ADL shall discuss and consider how to deal with such event in good faithand shall use best efforts to resolve such issues.

Article 13（Prerequisites for the Merger and Cancellation）
If on the day preceding the Effective Date any of the following conditions precedent to the Merger’s
taking effect has not been satisfied or if it has become clear that any of the following conditions
precedent to the Merger’s taking effect will not be satisfied by the day preceding the Effective Date(in each case, unless, in cases where the subject prerequisite is one of items 1 through 10, the failure
to fulfill such item is caused by violations, defects, or problems attributable to itself or its relatedparties), MFLP-REIT or ADL will be entitled to cancel this Agreement without incurring any liability
or payment duties to the adversary party (provided, however, that the foregoing shall not apply to
liability or payment duties in a case where the party that gave such notice is in breach of thisAgreement) with a written notice to the adversary party prior to the Effective Date:(1) MFLP-REIT and ADL have confirmed in a manner and substance reasonably satisfactory tothem that no filing procedures for Form F-4 for the Merger is required under the U.S.
securities law;(2) ADL and ADL’s asset management company have agreed in advance to terminate the asset
management agreement between ADL and ADL’s asset management company as of theEffective Date to the reasonable satisfaction of MFLP-REIT;(3) for MFLP-REIT and ADL, procedures which are required, in accordance with applicable laws
and regulations and internal regulations, to implement the Merger and the matterscontemplated in relation to the Merger (for MFLP-REIT, including the approval of the general
meeting of unitholders as set forth in Article 7, Paragraph 1, for ADL, including the approval

20

of the general meeting of unitholders as set forth in Article 7, Paragraph 2) and obtaining
permits, etc. have been completed;(4) prior consent has been obtained from all financial institutions providing loans to MFLP-RETI
and ADL regarding the execution of the Merger and the basic conditions of loans on or after
the Effective Date of the Merger (with respect to agreements for loans, including necessary
measures to avoid the occurrence of any breach of financial covenants, breach of covenants,
or event of acceleration for MFLP-REIT after the Merger), and such consent has not been
withdrawn (such consent must be in writing unless there are reasonable grounds for being
unable to obtain a written consent);(5) MFLP-REIT and ADL have obtained the prior consent to execute the Merger from the otherparty from whom MFLP-REIT or ADL is obliged under agreements, etc. (limited to those thathave a significant impact on the operation of MFLP-REIT after the Merger) to obtain suchconsent to execute the Merger (except for the financial institutions set forth in the preceding
item and the party with whom MFLP-REIT and ADL agree upon consultation that it is lessnecessary to maintain the said agreement, etc. in the operation of the surviving corporation
after the Merger), and such consent has not been withdrawn (such consent must be in writing
unless there are reasonable grounds for being unable to obtain a written consent);(6) with respect to the borrowings of MFLP-REIT and ADL that will become due for repayment
during the period from the date of execution of this Agreement to the Effective Date,
refinancing has been executed through borrowings with terms and conditions reasonably
satisfactory to MFLP-REIT and ADL with respect to the repayment date, interest rate, andother conditions;(7) no event has occurred that is reasonably concluded to markedly impede or make markedly
difficult the realization of the Merger (including, but not limited to, any events related to theMerger that will have a material adverse effect on the cash flow of the surviving investment
corporation after the Merger);(8) none of MFLP-REIT and ADL is in breach of any obligations under agreements (including
this Agreement) or late in payment of any monetary obligations (including taxes and publiccharges) (in each case, excluding de minimis matters). With respect to MFLP-REIT and ADL,
there is no occurrence of event of acceleration (including any event that would constitute an
event of acceleration upon notice and/or the passage of time), suspension of payment, inability
to pay debts, or filing of petition for or commencement of bankruptcy proceedings, special
liquidation proceedings, civil rehabilitation proceedings, or other applicable insolvency
proceedings;(9) MFLP-REIT and ADL have consummated all purchases and sales under agreements for theacquisition of properties that were executed by the date of execution of the this Agreement21

(including the same date), with a scheduled execution date of no later than the Effective Dateunder such agreements (not including the same date), and, in addition, there is no specific riskthat all purchases and sales that are scheduled to be consummated on or after the Effective
Date under the relevant agreements will not be consummated;(10) none of MFLP-REIT, MFLP-REIT’s asset management company, ADL or ADL’s asset
management company has been subject to revocation of registration, suspension of operations
in whole or in part, or other administrative disposition by supervisory authorities having amaterial impediment or material impact on the implementation of the Merger; and(11) no cause for cancellation or termination has occurred under the absorption-type company split
agreement executed between MFLP-REIT’s asset management company and ADL’s asset
management company on the same date as the execution date of this Agreement, and it iscertain that such company split will take effect on the Effective Date.
Article 14 (Change of conditions for the Merger and termination of this Agreement)
If, during the period from the date of execution of this Agreement (including the same date) to the
Effective Date (not including the same date), (ⅰ) there is any material change in the properties or thebusiness condition of MFLP-REIT or ADL, (ⅱ) there are circumstances that would materially impede
the execution of the Merger, (ⅲ) it becomes difficult to achieve the purpose of the Merger for any
other reason, or (ⅳ) grounds that could cause any of the above circumstances to occur becomes clear,then MFLP-REIT and ADL may, upon agreement through consultation in good faith, change theconditions of the Merger or any other provisions of this Agreement, or terminate this Agreement.
Article 15 (Costs and Expenses)
Unless otherwise provided in this Agreement, the parties hereto shall bear their own costs andexpenses incurred in connection with the preparation and execution of this Agreement and the various
procedures and transactions contemplated under this Agreement (including, but not limited to, fees forcertified public accountants, attorneys, tax accountants, research firms, advisors, and otherprofessionals appointed on its behalf, and other fees and expenses it should or may incur and pay tolenders in connection with its borrowing, and losses associated with interest rate swap transactions)(collectively, the “Costs”). The Costs to be borne by ADL shall be recorded as expenses of ADL for
the fiscal period ending before the Effective Date (including the fiscal period ending on the day
immediately preceding the Effective Date). However, contingency fees that accrue after the Effective
Date in accordance with the Financial Advisory Services Agreement executed by ADL with SMBC
Nikko Securities Inc. shall be recorded as an expense of MFLP-REIT.
Article 16 (Governing law and Jurisdiction)

22

1.

This Agreement shall be governed by and construed in accordance with the laws of Japan.

2.

MFLP-REIT and ADL agree that the Tokyo District Court shall be the court of first instancehaving exclusive jurisdiction in any dispute related to this Agreement.

Article 17 (Good faith consultation)
Any necessary matters concerning the Merger those not provided for in this Agreement shall beseparately determined through mutual consultation by MFLP-REIT and ADL in accordance with the
purpose of this Agreement.
(The remainder of this page has been intentionally left blank.)

23

This Agreement has been prepared in two originals, to which each of MFLP-REIT and ADL shall affix
its name and seal and retain one original.

August 5, 2024

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

24

This Agreement has been prepared in two originals, to which each of MFLP-REIT and ADL shall affix
its name and seal and retain one original.

August 5, 2024
ADL 2-1-6, 1-105, Kanda-Jinbocho, Chiyoda-ku, Tokyo
Advance Logistics Investment Corporation
Executive Director Kenji Kousaka

25

Exhibit 1
Items to be Changed to the Articles of Incorporation(The underlined sections indicate amendments.)
Current Articles of Incorporation

Proposed Amendments

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. (Omitted)
3. (Unchanged)(1)-(11) (Omitted)(1)-(11) (Unchanged)(New)(12) Investments set forth under the Shinkin Bank Act(12) Other rights that may be necessary or useful to acquire(13) Other rights that may be necessary or useful to acquirein connection with investments in real estate-related
in connection with investments in real estate-related
assets.
assets.
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. (Unchanged)(1) Asset Management Fee Ⅰ(1) Asset Management Fee Ⅰ
For each operating period of MFLP-REIT, Asset
For each operating period of MFLP-REIT, AssetManagement Fee Ⅰ shall be the amount of total assets
Management Fee Ⅰ shall be the amount of total assets
stated in the balance sheet (limited to that approved by(less an amount equal to unamortized goodwill) stated
the Board of Directors pursuant to the provisions ofin the balance sheet (limited to that approved by thethe Investment Trusts Act) as at the Settlement Date
Board of Directors pursuant to the provisions of theof the immediately preceding operating period of
Investment Trusts Act) as at the Settlement Date of the
MFLP-REIT (“Last Settlement Date”), multiplied by
immediately preceding operating period of MFLPa rate separately agreed upon between MFLP-REIT
REIT (“Last Settlement Date”), multiplied by a rate
and the Asset Management Company, which shall notseparately agreed upon between MFLP-REIT and theexceed an annual rate of 0.1% (calculated on a daily
Asset Management Company, which shall not exceed
basis based on the actual number of days in thean annual rate of 0.1% (calculated on a daily basis
relevant calculation period with 365 days per year;
based on the actual number of days in the relevantrounded down to the nearest one yen).
calculation period with 365 days per year; rounded
If MFLP-REIT holds shares of or equity in adown to the nearest one yen).
corporation holding overseas real estate (hereinafter,
If MFLP-REIT holds shares of or equity in a“equity related to a corporation holding overseas real
corporation holding overseas real estate (hereinafter,
estate”) as at the Last Settlement Date, and only if the“equity related to a corporation holding overseas realamount equivalent to MFLP-REIT’s interest in theestate”) as at the Last Settlement Date, and only if theoverseas real estate, etc. pertaining to suchamount equivalent to MFLP-REIT’s interest in thecorporation holding overseas real estate (as definedoverseas real estate, etc. pertaining to such
below) has been finalized, the amount of total assets
corporation holding overseas real estate (as defined26

Current Articles of Incorporation

Proposed Amendmentsin 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
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”).
(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/B27

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
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Current Articles of Incorporation

Proposed Amendments

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

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).
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) (Unchanged)
2. (Unchanged)(4)-(7) (Omitted)
2. (Omitted)(New)

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

28Current Articles of Incorporation

Proposed Amendments
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.

29