January 4, 2023
To All Concerned Parties
Real Estate Investment Trust Securities Issuer
1-1-21 Toranomon, Minato-ku, Tokyo
marimo Regional Revitalization REIT, Inc.
Representative: Takashi Kitagata, Executive Director(Securities Code: 3470)
Asset Manager
Marimo Asset Management Co., Ltd.
Representative: Takashi Kitagata, CEOContact:
Katsuhiro Shimada, Financial Management Officer
TEL: +81-3-6205-4755
Notice Concerning Issuance of New Investment Units and Secondary Offering of Investment Units
marimo Regional Revitalization REIT, Inc. (“marimo REIT”) announces that the following resolution was passed
concerning the issuance of new investment units and secondary offering of investment units at a meeting of the Boardof Directors of marimo REIT held today.
1.

Issuance of New Investment Units Through Public Offering (Primary Offering)(1)
Number of investment units to be offered:
42,856 units(2)
Amount to be paid in (issue amount):
To be determined
The amount to be paid in (issue amount) shall be
determined at a meeting of marimo REIT’s Board of
Directors to be held on any date between Thursday,
January 12, 2023, and Tuesday, January 17, 2023 (the“pricing date”). Please note that the amount to be paidin (issue amount) refers to the amount per unit thatmarimo REIT will receive as the amount paid in for new
investment units.
(3)
Total amount to be paid in (total issue amount):
To be determined(4)
Issue price (offer price):
To be determined
The issue price (offer price) shall be determined on thepricing date, after taking into account the status ofdemand and other factors by setting an indicative pricerange, which shall be the price arrived at when the closing
price in regular trading of investment units of marimo
REIT (“marimo REIT investment units”) on Tokyo Stock
Exchange, Inc. (“Tokyo Stock Exchange”) on the pricing
date (or the most recent closing price preceding that date,
if there is no closing price on that date) is multiplied by
0.90 to 1.00 (rounded down to the nearest yen).
(5)
Total issue price (total offer price):
To be determined(6)
Offering method:
The offering shall be a primary offering in which all
investment units will be purchased and underwritten byan underwriting syndicate (the “underwriters”), withSMBC Nikko Securities Inc. (administrative lead manager
and sole bookrunner) and Mizuho Securities Co., Ltd. as
the joint lead managers (collectively referred to as the“joint lead managers”). The underwriters other than the
Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondary offeringof investment units of marimo REIT and has not been prepared for the purpose of soliciting investment. Investors should ensure thatthey have read the prospectus for the issuance of new investment units and secondary offering of investment units, as well as any
amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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(7)

(8)
(9)
(10)
(11)

(12)
(13)

(14)

joint lead managers shall be Okasan Securities Co., Ltd.,
Nomura Securities Co., Ltd., Daiwa Securities Co., Ltd.,and SBI SECURITIES Co., Ltd.
Content of underwriting agreement:
The underwriters shall pay in the total amount to be paidin (issue amount) to marimo REIT on the payment due
date stated in (11) below, and the amount of thedifference between the total amount of the issue price(offer price) and the total amount paid in (issue amount)for the primary offering shall be the proceeds of theunderwriters. No underwriting fee shall be payable tothe underwriters by marimo REIT.
Unit of subscription:
1 unit or more in multiples of 1 unit
Subscription period (subscription due date):
The business day following the pricing date.
Deposit period of advances on subscription:
From the business day following the pricing date to thedate two business days after the pricing date.
Payment due date:
The payment due date shall be any date between
Wednesday, January 18, 2023, and Monday, January 23,
2023. However, the date shall be four business days
after the pricing date.
Delivery due date:
The business day following the payment due date
The amount to be paid in (issue amount), issue price (offer price), and other matters necessary for this issuanceof new investment units through public offering shall be determined at a future meeting of marimo REIT’s
Board of Directors.
Each of the items above is conditional upon notification under the Financial Instruments and Exchange Act (ActNo. 25 of 1948, as amended; the “FIEA”) taking effect.

2. Secondary Offering of Investment Units (Secondary Offering Through Over-Allotment)(1)
Number of investment units to be offered:
2,143 units
The number of investment units to be offered above is theupper limit for the number of investment units of thesecondary offering through over-allotment to be
conducted, separate from the primary offering, by theadministrative lead manager of the primary offering,
SMBC Nikko Securities Inc., upon the primary offering,after taking into account the status of demand and otherfactors. There are cases where the number of investment
units to be offered above may decrease, or the secondaryoffering through over-allotment itself may not take placeat all, depending on the status of demand and otherfactors of the primary offering. The number of investment
units to be offered shall be determined at a meeting ofmarimo REIT’s Board of Directors to be held on the pricing
date, after taking into account the status of demand andother factors of the primary offering.
(2)
Seller:SMBC Nikko Securities, Inc.
(3)
Secondary offering price:
To be determined
The secondary offering price shall be determined at a
meeting of marimo REIT’s Board of Directors to be held
Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondary offeringof investment units of marimo REIT and has not been prepared for the purpose of soliciting investment. Investors should ensure thatthey have read the prospectus for the issuance of new investment units and secondary offering of investment units, as well as any
amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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(4)
(5)

(6)
(7)

(8)

(9)
(10)
(11)

on the pricing date. Furthermore, the secondary offering
price shall be the same as the issue price (offer price) of
the primary offering.
Total amount of secondary offering price:
To be determined
Secondary offering method:
The administrative lead manager of the primary offering,
SMBC Nikko Securities Inc., shall conduct, separate fromthe primary offering, a secondary offering of marimo
REIT investment units, which it shall borrow from
Marimo Co., Ltd. (“Marimo”) in a number not to exceed
2,143 units (the “borrowed investment units”), after
taking into account the status of demand and otherfactors of the primary offering.
Unit of subscription:
1 unit or more in multiples of 1 unit
Subscription period:
The subscription period shall be the same as thesubscription period (subscription due date) of the
primary offering
Deposit period of advances on subscription:
The deposit period of advances on subscription shall be
the same as the deposit period of advances onsubscription of the primary offering
Delivery due date:
The delivery due date shall be the same as the delivery
due date of the primary offering.
The secondary offering price and other matters necessary for this secondary offering of investment units shallbe determined at a future meeting of marimo REIT’s Board of Directors.
Each of the items above is conditional upon notification under the FIEA taking effect.

3. Issuance of New Investment Units Through Third-Party Allotment (The Third-Party Allotment)(1)
Number of investment units to be offered:
2,143 units(2)
Amount to be paid in (issue amount):
To be determined
The amount to be paid in (issue amount) shall be
determined at a meeting of marimo REIT’s Board of
Directors to be held on the pricing date. Furthermore,
the amount to be paid in (issue amount) for the thirdparty allotment shall be the same as the amount to be
paid in (issue amount) for the primary offering.
(3)
Total amount to be paid in (issue amount):
To be determined(4)
Allottee and number of investment units
SMBC Nikko Securities Inc.; 2,143 units
to be allotted:(5)Unit of subscription:
1 unit or more in multiples of 1 unit
(6)
Subscription period (subscription due date):
Monday, February 13, 2023
(7)
Payment due date:
Tuesday, February 14, 2023
(8)
Investment units not subscribed for by the subscription period (subscription due date) stated in (6) above shallnot be issued.
(9)
The amount to be paid in (issue price) and other matters necessary for this issuance of new investment units
through third-party allotment (the “third-party allotment) shall be determined at a future meeting of marimo
REIT’s Board of Directors.
(10) If the primary offering is suspended, the issuance of new investment units through the third-party allotment
shall also be suspended.
(11) Each of the items above is conditional upon notification under the FIEA taking effect.
Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondary offeringof investment units of marimo REIT and has not been prepared for the purpose of soliciting investment. Investors should ensure thatthey have read the prospectus for the issuance of new investment units and secondary offering of investment units, as well as any
amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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Reference
1. Secondary Offering Through Over-Allotment, Etc.
There are cases where the administrative lead manager of the primary offering, SMBC Nikko Securities Inc., may
conduct, separate from the primary offering, a secondary offering (secondary offering through over-allotment) ofmarimo REIT investment units, which it shall borrow from Marimo in a number not exceeding 2,143 units upon the
primary offering, after taking into account the status of demand and other factors of the primary offering. The
number of investment units to be offered in the secondary offering through over-allotment is planned to be 2,143
units, but this is the upper limit for the number of investment units to be offered, and there are cases where thenumber may decrease, or the secondary offering through over-allotment itself may not take place at all, dependingon the status of demand and other factors.
Furthermore, in connection with the secondary offering through over-allotment, at the meeting of its Board of
Directors held on Wednesday, January 4, 2023, marimo REIT passed a resolution to issue new investment units
through the third-party allotment of 2,143 marimo REIT investment units, with SMBC Nikko Securities Inc. as theallottee and Tuesday, February 14, 2023, as the payment due date, in order for SMBC Securities Inc. to acquire themarimo REIT investment units necessary to return the borrowed investment units.
In addition, during the period from the day following the subscription period (subscription due date) of the
primary offering and secondary offering through over-allotment to Friday, February 10, 2023 (the “syndicate
covering transaction period”), there are cases where SMBC Nikko Securities Inc. may purchase marimo REIT
investment units on the Tokyo Stock Exchange, in a number not exceeding the number of investment units of thesecondary offering through over-allotment, for the purpose of returning the borrowed investment units (the“syndicate covering transaction”). All marimo REIT investment units purchased by SMBC Nikko Securities Inc. in the
syndicate covering transaction shall be used to return the borrowed investment units. Furthermore, during thesyndicate covering transaction period, there are cases where SMBC Nikko Securities Inc. may decide to not engage
in the syndicate covering transaction at all or end the syndicate covering transaction without having reached thenumber of investment units of the secondary offering through over-allotment.
Moreover, there are cases where SMBC Nikko Securities Inc. may conduct a stabilizing transaction accompanying
the primary offering and secondary offering through over-allotment, and all or part of the marimo REIT investment
units purchased in the stabilizing transaction may be used to return the borrowed investment units.
SMBC Nikko Securities Inc. plans to acquire marimo REIT investment units by accepting allotment pertaining to
the third-party allotment in the number of investment units arrived at when the number of investment units
purchased in the stabilizing transaction and syndicate covering transaction and used to return the borrowed
investment units is deducted from the number of investment units of the secondary offering through overallotment. For this reason, there are cases where the number of investment units to be issued in the third-party
allotment may not be subscribed for, in whole or in part, and as a result, the final number of investment units
issued in the third-party allotment may decrease by that extent or the issuance itself may not take place at all due
to forfeiture.
Furthermore, whether or not the secondary offering through over-allotment takes place and the number ofinvestment units to be offered in the event that it does take place shall be determined on the pricing date. In theevent that the secondary offering through over-allotment does not take place, the borrowing of marimo REIT
investment units by SMBC Nikko Securities Inc. from Marimo will not take place. Accordingly, since SMBC Nikko
Securities Inc. will not accept or subscribe for allotment pertaining to the third-party allotment, the issuance of
new investment units through the third-party allotment will not take place at all due to forfeiture. In addition, thesyndicate covering transaction on the Tokyo Stock Exchange will not take place either.

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondary offeringof investment units of marimo REIT and has not been prepared for the purpose of soliciting investment. Investors should ensure thatthey have read the prospectus for the issuance of new investment units and secondary offering of investment units, as well as any
amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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2.

Changes in Total Number of Investment Units Issued and Outstanding Due to This Issuance of New Investment Units
Total number of investment units issued and outstanding at present:
192,226 units
Increase in number of investment units due to issuance of new investment
units through primary offering:
42,856 units
Total number of investment units issued and outstanding after issuance of
new investment units through primary offering:
235,082 units
Increase in investment units due to issuance of new investment units(Note)
through the third-party allotment:
2,143 units
Total number of investment units issued and outstanding after issuance of(Note)
new investment units through the third-party allotment:
237,225 units(Note) This is the number of investment units in the event that SMBC Nikko Securities Inc. subscribes for all of the investment units to be offered in thethird-party allotment and the issuance takes place. There are cases where the number of investment units to be issued in the third-party allotment
may not be subscribed for, in whole or in part, and as a result, the final number of investment units issued in the third-party allotment may decreaseby that extent, or the issuance itself may not take place at all due to forfeiture. For details, refer to “1. Secondary Offering Through Over-Allotment,
Etc.” above.

3.

Purpose of and Reason for Issuance
For the purpose of ensuring stability and profitability and steady portfolio growth while aiming to continuallyenhance unitholder value over the medium to long term through the procurement of funds by issuing newinvestment units and acquisition of new real estate trust beneficiary rights, marimo REIT decided to issue newinvestment units as a result of considering and assessing market trends, LTV level, the level of dividends per unit,
and other factors.

4.

Digital Delivery of Prospectus
The prospectus for the primary offering and secondary offering through over-allotment will be provided entirelyby means of digital delivery, not in writing.(Note)(Note)

marimo REIT refers to provision of matters indicated in the prospectus by electronic means as “digital delivery.” If matters indicated in theprospectus are provided by electronic means after the prospectus provider has obtained the consent of the prospectus recipient, theprovider shall be deemed to have delivered the prospectus (Article 27-30-9, Paragraph 1of the FIEA and Article 32-2, Paragraph 1 of the
Cabinet Office Order on Disclosure of Information on Regulated Securities (Ministry of Finance Order No. 22 of 1993, as amended) (the“Regulated Securities Disclosure Cabinet Order”)). Accordingly, if said consent has not been obtained or has been withdrawn (Article 32-2,
Paragraph 7 of the Regulated Securities Disclosure Cabinet Order), digital delivery of the prospectus will not be possible, but in the primaryoffering and secondary offering through over-allotment, the underwriters shall only sell investment units to investors from whom saidconsent has been obtained and has not been withdrawn.

5.

Amount, Use, and Planned Outlay of Funds to Be Procured(1) Amount of funds to be procured (estimated net proceeds)
5,588,000,000 yen (upper limit)(Note)

This is the sum total amount of 5,322,000,000 yen in proceeds from the primary offering and 266,000,000 yen (upper limit) in proceeds from theissuance of new investment units through the third-party allotment. In addition, the amount above is the expected amount calculated based on
the closing price in regular trading of marimo REIT investment units on the Tokyo Stock Exchange as of Monday, December 12, 2022.

(2) Specific use and planned outlay schedule of funds to be procured
The proceeds from the primary offering (5,322,000,000 yen) will be allocated to part of the acquisition funds andacquisition-related expenses of the specified assets (as defined in Article 2, Paragraph 1 of the Act on Investment
Trusts and Investment Corporations (Act No. 198 of 1951, as amended); the same shall apply hereinafter) to be
newly acquired by marimo REIT in January and March 2023 (Note 1) indicated in “Notice Concerning Acquisition ofDomestic Real Estate Trust Beneficiary Right” announced on August 25, 2022 (including changes based on “NoticeConcerning Partial Changes to Scheduled Acquisition Date of Domestic Real Estate Trust Beneficiary Right andDisclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondary offeringof investment units of marimo REIT and has not been prepared for the purpose of soliciting investment. Investors should ensure thatthey have read the prospectus for the issuance of new investment units and secondary offering of investment units, as well as any
amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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Acquisition Funds” announced on January 4, 2023) and “Notice Concerning Acquisition of Domestic Real Estate
Trust Beneficiary Rights and Accompanying Commencement of Leasing” announced today.(Note 2) Furthermore, theproceeds from the issuance of new investment units through the third-party allotment for which resolution was
passed on the same date as the primary offering (upper limit of 266,000,000 yen) will be held as cash on hand tobe allocated to the acquisition of specified assets or repayment of borrowings in the future.
(Note 1) Payment is scheduled to be made on January 19, 2023, for properties other than Coop Sapporo Megumino and Nihon Express Komagane
Logistics Center, and on March 31, 2023, for Coop Sapporo Megumino and Nihon Express Komagane Logistics Center.
(Note 2) The funds to be procured are scheduled to be deposited with a financial institution during the period until outlay.

6.

Designation of Party to Be Allocated Investment Units
Not applicable.

7.

Future Outlook
Please refer to “Notice Concerning Revision of Operating and Dividend Forecasts for the Fiscal Period Ending June
2023, and Operating and Dividend Forecasts for the Fiscal Period Ending December 2023.”

8.

Status of Management, Equity Financing, Etc. for Three Most Recent Business Periods(1)Management status for three most recent business periods(Note 1)
Fiscal period ended
Fiscal period ended
June 2021
December 2021
Net income per unit(Note 2)
3,145 yen
3,604 yen
Dividends per unit
3,572 yen
3,924 yen
Actual payout ratio(Note 3)
100.0%
100.0%Net assets per unit
97,147 yen
97,179 yen

Fiscal period ended
June 2022
3,676 yen
3,817 yen
100.0%
102,931 yen(Note 1) As the settlement of accounts for the fiscal period ended December 2022 has not been completed as of today, the fiscal period ended June
2021, fiscal period ended December 2021, and fiscal period ended June 2022 are presented as the three most recent business periods in thissection.
(Note 2) Net income per unit is calculated by dividing net income by the period’s daily weighted average number of investment units (fiscal period ended
June 2021: 152,680 units, fiscal period ended December 2021: 152,680 units, and fiscal period ended June 2022: 188,297 units).
(Note 3) The payout ratio is the figure calculated using the following formula, rounded to the first decimal place:
Payout ratio = Total dividends (excluding dividends in excess of earnings) ÷ Net income x 100(2)

Most recent investment unit price status① Status for three most recent business periods
Fiscal period ended
December 2021
Open
134,800 yen
High
139,400 yen
Low
125,700 yen
Close132,000 yen(Note)

Fiscal period ended
December 2022
132,400 yen
138,900 yen
129,700 yen
130,900 yen

The open, high, and low prices are based on the closing price in regular trading of marimo REIT investment units on the Tokyo Stock Exchange.

② Status for six most recent months
July 2022
AugustOpen
132,400 yen
135,200 yen
High135,000 yen
135,200 yen
Low
130,400 yen
132,000 yen
Close135,000 yen
133,600 yen(Note)

Fiscal period ended
June 2022
133,000 yen
139,000 yen
122,300 yen
134,800 yen

September
133,300 yen
134,500 yen
129,700 yen
131,500 yen

October
132,500 yen
137,400 yen
131,700 yen
137,400 yen

November
138,900 yen
138,900 yen
134,000 yen
136,400 yen

December
135,200 yen
138,100 yen
130,600 yen
130,900 yen

The open, high, and low prices are based on the closing price in regular trading of marimo REIT investment units on the Tokyo Stock Exchange.

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondary offeringof investment units of marimo REIT and has not been prepared for the purpose of soliciting investment. Investors should ensure thatthey have read the prospectus for the issuance of new investment units and secondary offering of investment units, as well as any
amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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③ Investment unit price on business day preceding issuance resolution date
December 30, 2022
Open
130,700 yen
High
131,600 yen
Low
130,700 yen
Close
130,900 yen(3)Equity financing status for three most recent business periods① Public offering
Issue date
January 18, 2022
Total funds procured
4,685,153,714 yen
Paid-in amount (issue amount)
122,783 yen
Total number of investment units issued and152,680 units
outstanding at time of the offering
Number of investment units issued and38,158 units
outstanding due to the offering
Total number of investment units issued and190,838 units
outstanding after the offering
Initial purpose of funds at time of issuance
Allocation to part of acquisition funds for
specified assets and acquisition-related expenses
Planned outlay schedule at time of issuance
January 2022 onward
Allocation status at present time
The full amount was allocated at the scheduled
outlay time indicated above② Third-party allotment
Issue date
Total funds procured
Paid-in amount (issue amount)
Total number of investment units issued andoutstanding at time of the offering
Number of investment units issued andoutstanding due to the offering
Total number of investment units issued andoutstanding after the offering
Initial purpose of funds at time of issuance

February 15, 2022
170,422,804 yen
122,783 yen
190,838 units
1,388 units
192,226 units
Allocation to acquisition of specified assets or
repayment of borrowings in the future
February 2022 onward
The full amount was allocated at the scheduled
outlay time indicated above

Planned outlay schedule at time of issuance
Allocation status at present time

9.

Restrictions on Sale and Additional Issuance(1) With regard to the primary offering, Marimo has agreed with SMBC Nikko Securities Inc. that no sale of the 16,866
marimo REIT investment units that Marimo holds from before the primary offering shall be conducted without
the prior written consent of SMBC Nikko Securities Inc. during the period from the pricing date to the date on
which 180 days have elapsed from the delivery due date of the primary offering.
In the event of the above, SMBC Nikko Securities Inc. shall have the authority to cancel the applicable restriction,in whole or in part, or to shorten the applicable restriction period at its discretion.

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondary offeringof investment units of marimo REIT and has not been prepared for the purpose of soliciting investment. Investors should ensure thatthey have read the prospectus for the issuance of new investment units and secondary offering of investment units, as well as any
amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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(2) With regard to the primary offering, marimo REIT has agreed with SMBC Nikko Securities Inc. that no issuance ofmarimo REIT investment units (excluding issuance of marimo REIT investment units through the third-party
allotment and split of investment units) shall be conducted without the prior written consent of SMBC Nikko
Securities Inc. during the period from the pricing date to the date on which 90 days have elapsed from the delivery
due date of the primary offering.
In the event of the above, SMBC Nikko Securities Inc. shall have the authority to cancel the applicable restriction,in whole or in part, or to shorten the applicable restriction period at its discretion.

*Website of marimo REIT: https://www.marimo-reit.co.jp/en/

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondary offeringof investment units of marimo REIT and has not been prepared for the purpose of soliciting investment. Investors should ensure thatthey have read the prospectus for the issuance of new investment units and secondary offering of investment units, as well as any
amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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