June 29, 2020
To All Concerned Parties
Name of REIT Issuer:
CRE Logistics REIT, Inc.
2-10-1, Toranomon, Minato-ku, Tokyo, Japan
Tsuyoshi Ito, Executive Director(TSE Code: 3487)
Asset Management Company
CRE REIT Advisers, Inc.
Tsuyoshi Ito, President
Person of Contact:
Hirohisa Toda, Head of Corporate Planning
Tel: +81-3-5575-3600

Notice Concerning Issuance of New Investment Units and Secondary Offering of Investment
Units
CRE Logistics REIT, Inc. (hereinafter, “CRE REIT”) hereby announces that a resolution was passed at its Boardof Directors’ Meeting held on June 29, 2020 to issue new investment units and conduct a secondary offering ofinvestment units as follows.

1． Issuance of new investment units through public offering (primary offering)(1)
Number of investment units to be offered
72,750 units(2)
Amount to be paid in (issue amount per unit)
To be determined
The issue amount shall be determined at the Board of Directors’ Meeting to beheld on a date between Tuesday, July 7, 2020 and Friday, July 10, 2020
(hereinafter, “Issue Price Determination Date”).
(3)
Total amount to be paid in (total issue amount)
To be determined(4)
Issue price (offer price per unit)
To be determined
The issue price (offer price) shall be determined by using, as a provisional
condition, the amount obtained by multiplying the closing price of theinvestment units of CRE REIT (hereafter, “Investment Units of CRE REIT”) inan ordinary transaction on Tokyo Stock Exchange Inc. (hereinafter, the “TSE”)
on the Issue Price Determination Date (or the immediately preceding date, if noclosing price on that day) by 0.90-1.00 (rounding down to the nearest yen), andby taking into consideration demand conditions and other factors.
(5)
Total amount of issue price (total offer price)
To be determined(6)
Offering method
This shall be a primary offering. All investment units for the primary offering
shall be purchased and underwritten by an underwriting syndicate whose colead managing underwriters (collectively, the “Co-lead Managers”) shall be
SMBC Nikko Securities Inc. and Nomura Securities Co., Ltd. (collectively, the“Underwriters”). The Underwriters, other than the Co-lead Managers, shall be
Mizuho Securities Co., Ltd., Daiwa Securities Co. Ltd. and Mitsubishi UFJ
Morgan Stanley Securities Co., Ltd.
(7)
Underwriting agreement The Underwriters shall pay to CRE REIT the total amount to be paid (total issue
amount) for this offering on the date stated in (10) below, and the difference
between the total amount to be paid in (total issue amount) and the total amountof issue price (total offer price) shall be the proceeds of the Underwriters. CRE

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(8)
(9)
(10)

(11)
(12)

(13)

REIT will not pay an underwriting commission to the Underwriters.
Unit of subscription
One (1) unit or more in multiples of one (1) unit
Period for subscription Between the 1st and 2nd business days following the Issue Price Determination
Date
Payment date
Payment date shall be a date within the period from Monday, July 13, 2020 toThursday, July 16, 2020. However, the date shall be four business days after theIssue Price Determination Date.
Delivery and settlement date Business day immediately following the payment date
The amount to be paid in (issue amount), issue price (offer price), and other matters necessary for theissuance of new investment units will be determined at the Board of Directors’ Meeting to be held
hereafter.
The aforementioned items are subject to the effectiveness of the Securities Registration Statement inaccordance with the Financial Instruments and Exchange Act.

2． Secondary offering of investment units (through over-allotment) (Refer to 1. Secondary offering through overallotment, etc. below.)(1)
Number of units to be offered 7,500 units
The number of investment units to be offered above is the maximum number ofinvestment units to be offered in the secondary offering through over-allotment
by SMBC Nikko Securities Inc., the book runner for the primary offering,
separately from the primary offering, after taking into consideration demandconditions and other factors concerning the primary offering. The number ofinvestment units to be offered above may be reduced, or the offering throughover-allotment itself may be canceled, depending on demand conditions andother factors concerning the primary offering. The number of investment units
to be offered will be determined at the Board of Directors’ Meeting held on theIssue Price Determination Date after taking into consideration demandconditions and other factors concerning the primary offering.
(2)
SellerSMBC Nikko Securities Inc.
(3)
Offer price
To be determined
To be determined at the Board of Directors’ Meeting held on the Issue Price
Determination Date. The offer price will be the same as the issue price (offer
price) for the primary offering.
(4)
Total amount of offer price
To be determined(5)
Offering method
Separately from the primary offering, SMBC Nikko Securities Inc., the bookrunner for the primary offering, shall carry out the secondary offering of theInvestment Units of CRE REIT (hereinafter “Borrowed Investment Units”)
borrowed from CRE, Inc. (hereinafter “CRE”), the maximum number of whichshall be 7,500, after taking into consideration demand conditions and otherfactors concerning the primary offering.
(6)
Unit of subscription
One (1) unit or more in multiples of one (1) unit
(7)
Period for subscription It shall be the same period of subscription as the primary offering date.
(8)
Delivery and settlement date
The same day as the delivery and settlement date for the primaryoffering.
(9)
The offer price and other matters necessary for this secondary offering of investment units will be
determined at the Board of Directors’ Meeting to be held hereafter.
(10) The aforementioned items are subject to the effectiveness of the Securities Registration Statement in2

accordance with the Financial Instruments and Exchange Act.
3． Issuance of new investment units through private placement (the “Private Placement”) (Refer to 1. Secondaryoffering through over-allotment, etc. below.)(1)
Number of investment units to be offered 3,500 units(2)
Amount to be paid in (issue amount per unit)
To be determined
To be determined at the Board of Directors’ Meeting held on the Issue Price
Determination Date. The amount to be paid in (issue amount) shall be the sameas the amount to be paid in (issue amount) of the primary offering.
(3)
Total amount to be paid in (total issue amount)
To be determined(4)
Allottee and number of investment units to be allotted
SMBC Nikko Securities Inc.: 3,500 units(5)
Unit of subscription
One (1) unit or more in multiples of one (1) unit
(6)
Period for subscription Tuesday, August 11, 2020
(application date)(7)
Payment date
Wednesday, August 12, 2020
(8)
Investment units for which no application for subscription has been made during the application period(by the application date) mentioned in (6) above shall not be issued.
(9)
The amount to be paid in (issue amount) and other matters necessary for the issuance of new investment
units through the private placement (hereinafter, “Private Placement”) shall be determined at the Boardof Directors’ Meeting to be held hereafter.
(10) If the issuance of new investment units through the primary offering is canceled, the issuance of new
investment units through the Private Placement shall also be canceled.
(11) The aforementioned items are subject to the effectiveness of the Securities Registration Statement inaccordance with the Financial Instruments and Exchange Act.
<Reference>
1． Secondary offering through over-allotment, etc.
Upon the primary offering, taking the demand conditions and other factors into consideration, separately fromthe primary offering, SMBC Nikko Securities Inc., the book runner for the primary offering, may offer theInvestment Units of CRE REIT borrowed from CRE, up to a maximum of 7,500 units (secondary offering
through over-allotment). Although the number of investment units offered through over-allotment isscheduled to be 7,500 units, this represents the maximum number of units to be offered. It may be fewer
depending upon the demand conditions and other factors, or no offering through over-allotment could be made.
In connection with the secondary offering through over-allotment, for the purpose of allowing SMBC Nikko
Securities Inc. to acquire the Investment Units of CRE REIT required for returning a part of the Borrowed
Investment Units, CRE REIT resolved at its Board of Directors' Meeting held on Monday, June 29, 2020 toissue 3,500 Investment Units of CRE REIT by way of the Private Placement to SMBC Nikko Securities Inc.,the allottee, with Wednesday, August 12, 2020 as the payment date.
Similarly, in connection with the secondary offering through over-allotment, SMBC Nikko Securities Inc.
shall be granted the right to purchase additional Investment Units of CRE REIT (hereinafter, “Greenshoe
Option”) from CRE up to 4,000 units at the same price as the offer price of the primary offering for the purposeof returning part of the Borrowed Investment Units, with Friday, August 7, 2020 as the deadline to exercise theGreenshoe Option.
Moreover, SMBC Nikko Securities Inc. may purchase Investment Units of CRE REIT on the TSE up to the
maximum number to be sold by the secondary offering through over-allotment (hereinafter, “Syndicate CoverTransactions”) during the period between the day immediately following the last day of the application periodof the primary offering and secondary offering through over-allotment and Friday, August 7, 2020 (hereinafter,3

“the Syndicate Cover Transaction Period) for the purpose of returning the Borrowed Investment Units. All
Investment Units of CRE REIT purchased by SMBC Nikko Securities Inc. through Syndicate CoverTransactions shall be used to return the Borrowed Investment Units. At its own discretion during the Syndicate
Cover Transaction Period, SMBC Nikko Securities Inc. may not conduct any Syndicate Cover Transactions or
may terminate any Syndicate Cover Transactions before the number of investment units purchased reaches thenumber of investment units to be sold by the secondary offering through over-allotment.
In addition, in connection with the primary offering and secondary offering through over-allotment, SMBC
Nikko Securities Inc. may conduct a stabilizing transaction and allocate all or some of the Investment Units of
CRE REIT purchased through the above stabilizing transaction to return the Borrowed Investment Units.
SMBC Nikko Securities Inc. plans to acquire from CRE the Investment Units of CRE REIT by exercising
the Greenshoe Option, with respect to the number of units remaining after subtracting the aggregate number ofunits purchased through the stabilizing transaction and the Syndicate Cover Transactions to return the Borrowed
Investment Units from the number of units to be sold by the secondary offering through over-allotment. If ashortfall arises, SMBC Nikko Securities Inc. plans to acquire the Investment Units of CRE REIT by responding
to the allotment through the Private Placement for the shortfall. For this reason, it is possible that applications
may not be filed for the number of the investment units issued through the Private Placement, in whole or inpart, and as a result, the final number of the investment units issued in the Private Placement may decrease tothat extent or the issuance itself may not take place due to forfeiture.
On the Issue Price Determination Date, it shall be determined whether secondary offering through overallotment will be made, and how many investment units will be sold if such offering is made. If the secondaryoffering through over-allotment is not exercised, SMBC Nikko Securities Inc. shall not borrow the Investment
Units of CRE REIT from CRE. Therefore, the Greenshoe Option shall not be granted from CRE to SMBC Nikko
Securities Inc., and SMBC Nikko Securities Inc. shall not respond to the allotment through the Private
Placement and not make an application. As a result, the issuance of new investment units through the Private
Placement shall not take place due to forfeiture. In addition, no syndicate cover transactions on the TSE would
be conducted.
The above transactions shall be conducted by SMBC Nikko Securities Inc. in consultation with Nomura
Securities Co., Ltd.
2． Total number of investment units issued and outstanding after the new issuanceTotal number of investment units outstanding at present
347,250 units
72,750 units
Increase in number of investment units by primary offering
Total number of investment units outstanding after primary offering
Number of new investment units to increase due to the issuance of new
investment units through the Private Placement
Total number of investment units outstanding after the issuance of new
investment units through the Private Placement

420,000 units
3,500 units(Note)

423,500 units(Note)(Note) These figures represent the number of investment units when subscription is made by SMBC Nikko Securities Inc. for all of the investment
units offered in the Private Placement and they are issued.

3． Objective of and reason for the issuanceBy acquiring relatively new properties with high occupancy rates in good locations that have been developedby the sponsor at an appropriate price in a timely manner, CRE REIT aims to form a quality portfolio that
contributes to long-term, stable investment management in order to provide unitholders with good investment
opportunities. The acquisition of the assets (hereinafter, the “Assets to be Acquired”) announced as of June 29,
2020 in the “Notice Concerning Acquisition of Domestic Trust Beneficial Interests in Real Estate and Leasing
Thereof”, meets the investment standards of CRE REIT.

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In considering the acquisition of the Assets to be Acquired, CRE REIT decided to conduct the issuance of the
new investment units by taking into consideration the level of distribution per unit, the level of NAV per unit,
LTV, market trend and other factors.
4． Total amount to be procured, use of proceeds, and scheduled outlay period(1)
Total amount to be procured (approximate net proceeds)
10,141,000,000 yen (maximum)(Note) The abovementioned amount represents the total sum of 9,676,000,000 yen in net proceeds fromthe primary offering, and 465,000,000 yen in maximum net proceeds from the issuance of new
investment units through the Private Placement. In addition, the abovementioned amount is estimated based on
the closing price of the Investment Units of CRE REIT in an ordinary transaction on the TSE as of Friday, June 12, 2020.

(2)

Specific use of proceeds and scheduled outlay period
The net proceeds from the primary offering (9,676,000,000 yen) will be allocated for partial financing toobtain the Assets to be Acquired. The maximum net proceeds from the issuance of new investment units
through the Private Placement (465,000,000 yen), which was resolved on the same date as the primaryoffering, will be used to fund the repayment of part of the borrowings or part of future acquisitions ofspecified assets.
(Note)

The amount to be procured will be deposited into accounts with financial institutions until the expenditure is made.

5． Designation of distributes
Not applicable.
6． Operating forecasts
Please refer to “Notice Concerning Revisions to Operating Results Forecast for the Fiscal Period Ending
December 31, 2020 and Disclosure of Operating Results Forecast for the Fiscal Period Ending June 30, 2021”
released publicly today.
7． Status of operation and equity finance in the last three fiscal periods(1) State of operation in the last three fiscal periods
Dec. 2018
Jun. 2019(5th period)(6th period)
Net income per unit (Note 1)¥2,978¥2,580Distributions per unit
¥3,351¥2,952
Earning distributions per unit
¥2,979¥2,580Surplus distributions per unit
¥372
¥372
Actual dividend payout ratio (Note 2)
100.0%
100.0%Net assets per unit
¥106,940¥106,169

Dec. 2019(7th period)¥2,670¥3,012¥2,647¥365
100.0%¥107,005(Note 1) Net income per unit is calculated by dividing net income by the average number of investment units during the fiscal period.
(Note 2) Actual dividend payout ratio = Total distribution amount (excluding surplus distributions per unit) / net income × 100(2) State of recent prices of investment unit(i) State in the last three fiscal periods
Dec. 2018(5th period)
Opening¥111,800
price
High
price
¥112,400
Low price¥95,500
Closing¥99,500
price

Jun. 2019(6th period)¥100,400¥121,000¥98,700¥114,800

5Dec. 2019(7th period)¥114,600¥146,100¥114,500¥133,700

(ii) State in the last six months
Jan. 2020Feb. 2020
Mar. 2020
Apr. 2020
Openin¥132,900¥145,200¥127,500¥124,000
gHigh
price
¥148,200¥148,300¥139,200¥145,800
price
Low¥132,400¥129,600¥82,000¥114,900
price
Closin¥146,300¥130,500¥124,000¥144,100(Note)The prices of the investment units in June 2020 are those as of Friday, June 26, 2020.
g price

May 2020¥142,600¥155,000¥141,500¥155,000

Jun. 2020¥154,300¥156,000¥138,600¥151,200(iii) The prices of the investment units on the business day before the issuance determination date.
June 26, 2020
Opening¥150,500
price
High
price
¥152,000
Low price¥148,800
Closing¥151,200
price(3) State of equity finance in the last three fiscal periods
1. Capital increase through public offering
Issuance dateJuly 16, 2019
Amount of procurement fund
¥3,196,094,000
Amount paid in (issuance price)¥113,740
Total number of outstanding investment
231,150 units
units
upon
subscription
Number of investment units issued upon
28,100 units
this subscription
Total
number of outstanding investment
259,250 units
units
after
the
subscription
Allocated them for partial financing toInitial use of funds upon issuanceobtainspecified assets
Planned disbursement period upon
July
2019
issuance
The full amount was allocated during theState of allocation as of today
scheduled outlay period
2. Capital increase through public offering
Issuance dateAmount of procurement fundAmount paid in (issuance price)
Total number of outstanding investment
units upon
Numberof subscription
investment units issued upon
this
subscription
Total number of outstanding investment
units after
thefunds
subscription
Initialuse ofupon issuance
Planned disbursement period upon
issuance
State of allocation as of today

January 21, 2020
¥12,118,392,000¥137,709
259,250 units
88,000 units
347,250 units
Allocated them for partial financing toobtainspecified assets
Feb. 2020
The full amount was allocated during thescheduled outlay period

8． Limitations on sales and additional issues of investment units(1) Tsuyoshi Ito, Executive Officer of CRE REIT and President of CRE REIT Advisers, Inc. (hereinafter “theAsset Management Company”) and Tadahide Kameyama, President of CRE and Director of the AssetManagement Company, agree with the Co-lead Managers, upon the primary offering, not to sell theInvestment Units of CRE REIT during the period from the Issue Price Determination Date to 180 days
after the delivery and settlement date for the primary offering without the prior written consent of the Colead Managers.
In the above case, the Co-lead Managers have the authority to cancel said restriction in part or in whole
or to shorten the restriction period at their own discretion.
(2) Kyobashi Kousan, Inc., the largest shareholder of CRE, agrees with the Co-lead Managers, upon the6primary offering, not to sell the Investment Units of CRE REIT during the period from the Issue Price
Determination Date to 90 days after the delivery and settlement date for the primary offering without theprior written consent of the Co-lead Managers.
In the above case, the Co-lead Managers have the authority to cancel said restriction in part or in wholeor shorten the restriction period at their own discretion.
(3) CRE agrees with the Co-lead Managers, upon the primary offering, not to sell the Investment Units of
CRE REIT (excluding loans of the Investment Units of CRE REIT to SMBC Nikko Securities Inc. inconnection with the secondary offering through over-allotment and sales of the Investment Units of CRE
REIT to SMBC Nikko Securities Inc. in connection with the exercise of Greenshoe Option) during theperiod from the Issue Price Determination Date to 90 days after the delivery and settlement date for the
primary offering without the prior written consent of the Co-lead Managers.
In the above case, the Co-lead Managers have the authority to cancel said restriction in part or in whole
or to shorten the restriction period at their own discretion.
(4) CRE REIT agrees with the Co-lead Managers, upon the primary offering, not to issue the Investment Unitsof CRE REIT (excluding, however, issuance, etc. of Investment Units of CRE REIT in the case of thePrivate Placement and a unit split) during the period from the Issue Price Determination Date to 90 days
after the delivery and settlement date for the primary offering without the prior written consent of the Colead Managers.
In the above case, the Co-lead Managers have the authority to cancel said restriction in part or in whole
or to shorten the restriction period at their own discretion.

* CRE Logistic REIT, Inc. website: https://cre-reit.co.jp/en/

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