January 4, 2022
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, at the meeting of the Board of Directors ofmarimo REIT held today, the following resolution was passed concerning issuance of new investment units andsecondary offering of investment units.
1.

Issuance of New Investment Units Through Public Offering (Primary Offering)(1) Number of investment units to be offered:
38,158 units(2) Amount to be paid in (Issue amount):
To be determined
The amount to be paid in (issue amount) shall be
determined at the meeting of the Board of Directors ofmarimo REIT to be held on any date between January
12, 2022 (Wednesday) and January 17, 2022 (Monday)(the “pricing date”). Please note that the amount to be
paid in (issue amount) shall refer to the amount perunit that marimo REIT is to receive as the amount paidin for new investment units.
(3) Total amount of amount to be paid in (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 theclosing price in regular trading of investment units ofmarimo REIT (“marimo REIT investment units”) on
Tokyo Stock Exchange, Inc. (“Tokyo Stock Exchange”)
on the pricing date (if there is no closing price on thatdate, then the most recent closing price preceding that
date) is multiplied by between 0.90 and 1.00 (rounded
down to the nearest yen).
(5) Total amount of issue price (offer price):
To be determined(6) Offering method:
The offering shall be a primary offering in which all
investment units of the primary offering shall bepurchased and underwritten by an underwriting
syndicate with SMBC Nikko Securities Inc. as the leadmanager (collectively referred to as the“underwriters”). The underwriters other than SMBC
Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondaryoffering of investment units of marimo REIT, and has not been prepared for the purpose of soliciting investment. Investors should
ensure that they have read the prospectus for the issuance of new investment units and secondary offering of investment units, aswell as any amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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Nikko Securities Inc. shall be Nomura Securities Co.,
Ltd., Okasan Securities Co., Ltd., Mizuho Securities Co.,
Ltd., Daiwa Securities Co. Ltd., and SBI SECURITIES Co.,Ltd.
(7) Content of underwriting agreement:
The underwriters shall pay in the total amount ofamount to be paid in (issue amount) to marimo REIT on
the payment due date stated in (10) below, and theamount of difference between the total amount ofissue price (offer price) and the total amount of amountto be paid in (issue amount) shall be the proceeds ofthe underwriters. No underwriting fee shall be payable
to the underwriters by marimo REIT.
(8) Unit of subscription:
1 unit or more in multiples of 1 unit
(9) Subscription period:
From the business day following the pricing date to thedate that marks two business days after the pricing
date(10) Payment due date:
The payment due date shall be any date between
January 18, 2022 (Tuesday) and January 21, 2022
(Friday). However, the date shall be four business days
after the pricing date.
(11) Delivery due date:
The business day following the payment due date(12) 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 the Board of Directorsof marimo REIT.
(13) Each of the items above shall be subject to the condition that the notification under the Financial Instruments
and Exchange Act takes effect.
2.

Secondary Offering of Investment Units (Secondary Offering Through Over-Allotment)(1) Number of investment units to be offered:
1,908 units
The number of investment units to be offered above isthe upper limit for the number of investment units ofthe secondary offering through over-allotment to be
conducted, separate from the primary offering, by thelead manager of the primary offering (SMBC Nikko
Securities Inc.) upon the primary offering, after taking
into account the status of demand and other factors of
the primary offering. There are cases where thenumber of investment units to be offered above may
decrease, or the secondary offering through overallotment itself may not take place at all, depending on
the status of demand and other factors of the primaryoffering. The number of investment units to be offered
shall be determined at the meeting of the Board of
Directors of marimo REIT 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
Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondaryoffering of investment units of marimo REIT, and has not been prepared for the purpose of soliciting investment. Investors should
ensure that they have read the prospectus for the issuance of new investment units and secondary offering of investment units, aswell as any amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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The secondary offering price shall be determined at themeeting of the Board of Directors of marimo REIT to beheld on the pricing date. Furthermore, the secondaryoffering price shall be the same as the issue price (offer
price) of the primary offering.
(4) Total amount of secondary offering price:
To be determined(5) Secondary offering method:
The lead manager of the primary offering (SMBC Nikko
Securities Inc.) shall conduct, separate from theprimary offering, a secondary offering of marimo REIT
investment units, which it shall borrow from MarimoCo., Ltd. (the “designated party”) in a number not toexceed 1,908 units (the “borrowed investment units”),
after taking into account the status of demand andother factors of the primary offering.
(6) Unit of subscription:
1 unit or more in multiples of 1 unit
(7) Subscription period:
The subscription period shall be the same as thesubscription period of the primary offering.
(8) Delivery due date:
The delivery due date shall be the same as the delivery
due date of the primary offering.
(9) The secondary offering price and other matters necessary for this secondary offering of investment units shallbe determined at a future meeting of the Board of Directors of marimo REIT.
(10) Each of the items above shall be subject to the condition that the notification under the Financial Instruments
and Exchange Act takes effect.
3.

Issuance of New Investment Units Through Third-Party Allotment (The Third-Party Allotment)(1) Number of investment units to be offered:
1,908 units(2) Amount to be paid in (Issue amount):
To be determined
The amount to be paid in (issue amount) shall be
determined at the meeting of the Board of Directors ofmarimo REIT to be held on the pricing date.
Furthermore, the amount to be paid in (issue amount)shall be the same as the amount to be paid in (issue
amount) of the primary offering.
(3) Total amount of amount to be paid in (issue amount): To be determined(4) Allottee and number of investment units to be allotted: SMBC Nikko Securities Inc. 1,908 units(5) Unit of subscription:
1 unit or more in multiples of 1 unit
(6) Subscription period (Subscription due date):
February 14, 2022 (Monday)(7) Payment due date:February 15, 2022 (Tuesday)(8) The investment units not subscribed for by the subscription period (subscription due date) stated in (6) above
shall not be issued.
(9) The amount to be paid in (issue amount) 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 the Boardof Directors of marimo REIT.
(10) If the primary offering is suspended, the issuance of new investment units through the third-party allotment shallalso be suspended.
(11) Each of the items above shall be subject to the condition that the notification under the Financial Instruments
and Exchange Act takes effect.
Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondaryoffering of investment units of marimo REIT, and has not been prepared for the purpose of soliciting investment. Investors should
ensure that they have read the prospectus for the issuance of new investment units and secondary offering of investment units, aswell 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 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) of marimo REIT
investment units, which it shall borrow from the designated party in a number not to exceed 1,908 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 1,908
units. The concerned number of investment units to be offered is the upper limit for the number of investment units
to be offered. There are cases where the number may decrease, or the secondary offering through over-allotment
itself may not take place at all, depending on the status of demand and other factors.
Furthermore, in connection with the secondary offering through over-allotment, at the meeting of the Board of
Directors of marimo REIT held on January 4, 2022 (Tuesday), marimo REIT passed a resolution to conduct the thirdparty allotment for 1,908 units of marimo REIT investment units in which the allottee is SMBC Nikko Securities Inc.
with February 15, 2022 (Tuesday) as the payment due date in order for SMBC Nikko 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 date on which the subscription period of the primaryoffering and secondary offering through over-allotment ends to February 10, 2022 (Thursday) (the “syndicate
covering transaction period”), there are cases where SMBC Nikko Securities Inc. may purchase marimo REIT
investment units on Tokyo Stock Exchange, which shall be in a number not to exceed the number of investment
units of the secondary offering through over-allotment, for the purpose of returning the borrowed investment units(the “syndicate covering transaction”). All of the 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 the syndicate 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 in a number notreaching the number 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. is scheduled 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 over-allotment.
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. 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 the secondary offering through over-allotment takes place shall be
determined on the pricing date. In the event that the secondary offering through over-allotment does not take place,the borrowing of marimo REIT investment units by SMBC Nikko Securities Inc. from the designated party will nottake place. Accordingly, SMBC Nikko Securities Inc. will not accept or subscribe for allotment pertaining to the thirdparty allotment. As a result, the issuance of new investment units through the third-party allotment will not takeplace at all, due to forfeiture. In addition, the syndicate covering transaction on Tokyo Stock Exchange, too, will nottake place.

Disclaimer: This press release is a document for making a public announcement concerning issuance of new investment units and secondaryoffering of investment units of marimo REIT, and has not been prepared for the purpose of soliciting investment. Investors should
ensure that they have read the prospectus for the issuance of new investment units and secondary offering of investment units, aswell 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:
152,680 units
Increase in number of investment units due to issuance of new
investment units through primary offering:
38,158 units
Total number of investment units issued and outstanding afterissuance of new investment units through primary offering:
190,838 units
Increase in number of investment units due to issuance of new
investment units through the third-party allotment:
1,908 units (Note)
Total number of investment units issued and outstanding afterissuance of new investment units through the third-party allotment:
192,746 units (Note)(Note)

3.

4.

The number of investment units in the event that SMBC Nikko Securities Inc. subscribes for all of the number of investment units to be offered in
the third-party allotment and the issuance takes place.

Purpose of and Reason for IssuanceIn pursuit of securing “stability” and “profitability” and steady growth of the portfolio while aiming to continuallyenhance unitholder value over the medium to long term through procurement of funds by issuing new investment
units and acquisition of new real estate trust beneficiary rights, marimo REIT decided to issue new investment units
after consideration in light of market trends, the level of dividends per unit, etc.
Amount, Use and Planned Outlay Schedule of Funds to be Procured(1) Amount of funds to be procured (estimated net proceeds)
5,078,000,000 yen (upper limit)(Note)The sum total amount of 4,837,000,000 yen in proceeds from the primary offering and 241,000,000 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 basedon the closing price in regular trading of marimo REIT investment units on Tokyo Stock Exchange as of December 17, 2021 (Friday).

(2) Specific use and planned outlay schedule of funds to be procured
The proceeds from the primary offering (4,837,000,000 yen) will be allocated to part of the acquisition funds andacquisition related expenses of the specified assets (the meaning 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 stated in “Notice Concerning Acquisition of Domestic Real Estate Trust Beneficiary
Rights and Accompanying Commencement of Leasing” dated today. Furthermore, the proceeds from the issuanceof new investment units through the third-party allotment for which resolution was passed on the same date as
the primary offering (241,000,000 yen (upper limit)) will be funds on hand to be allocated to acquisition of
specified assets or repayment of borrowings in the future.
(Note)

The funds to be procured are planned to be deposited with a financial institution for the period until outlay.

5.

Designation of Party to be Allocated Investment Units
Of the marimo REIT investment units of the primary offering, the underwriters are scheduled to sell 835 units tothe designated party, which marimo REIT has designated as a party to which investment units are to be sold.

6.

Future Outlook
Please refer to “Notice Concerning Revision of Operating and Dividend Forecasts for the Fiscal Period Ending June
2022, and Operating and Dividend Forecasts for the Fiscal Period Ending December 2022” dated today.

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

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7.

Most Recent Three Business Periods’ Management Status, Equity Financing Status, Etc.
(1) Most recent three business periods’ management status (Note 1)
Fiscal period ended
Fiscal period ended
June 2020
December 2020
Net income per unit (Note 2)
3,109 yen
3,136 yen
Dividends per unit
3,494 yen
3,546 yen
Actual payout ratio (Note 3)
100.0%
100.0%Net assets per unit
97,905 yen
97,547 yen(Note 1)

(Note 2)
(Note 3)Fiscal period ended
June 2021
3,145 yen
3,572 yen
100.0%
97,147 yen

As the settlement of accounts for the fiscal period ended December 2021 has not been completed as of today, the fiscal period ended June
2020, fiscal period ended December 2020 and fiscal period ended June 2021 are presented as the most recent three business periods in this“(1) Most recent three business periods’ management status.”
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 2020: 150,408 units; fiscal period ended December 2020: 152,680 units; fiscal period ended June 2021: 152,680 units).
Payout ratio is the figure calculated by the following formula, rounded to the first decimal place.
Payout ratio = Total dividends (excluding dividends in excess of earnings) ÷ Net income × 100(2) Most recent investment unit price status① Most recent three business periods’ status
Fiscal period ended
December 2020
Open
104,400 yen
High114,900 yen
Low
90,400 yen
Close
111,100 yen

Fiscal period ended
June 2021
111,300 yen
139,500 yen
110,100 yen
133,600 yen

Fiscal period ended
December 2021
134,800 yen
139,400 yen
125,700 yen
132,000 yen(Note) The open, high and low prices are based on the closing price in regular trading of marimo REIT investment units on Tokyo Stock Exchange.

② Most recent six months’ status
2021
July
AugustOpen
134,800 yen
132,200 yen
High135,900 yen
132,400 yen
Low
132,200 yen
125,700 yen
Close
132,800 yen
129,300 yen

September
130,400 yen
132,700 yen
129,500 yen
130,100 yen

October
128,800 yen
132,300 yen
128,200 yen
131,600 yen

November132,200 yen
135,800 yen
132,200 yen
134,500 yen

December
136,900 yen
139,400 yen
132,000 yen
132,000 yen(Note) The open, high and low prices are based on the closing price in regular trading of marimo REIT investment units on Tokyo Stock Exchange.

③ Investment unit price on business day preceding issuance resolution date
December 30, 2021
Open
133,600 yen
High
133,600 yen
Low
131,900 yen
Close132,000 yen(3) Most recent three business periods’ equity financing status
Not applicable.

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

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8.

Restrictions on Sale and Additional Issuance(1) With the primary offering, the plan is to request the designated party to make an arrangement with SMBC Nikko
Securities Inc. to the effect that, without the prior written consent of SMBC Nikko Securities Inc., no sale of the
16,031 marimo REIT investment units that the designated party holds from before the primary offering and the835 marimo REIT investment units that the designated party is scheduled to acquire in the primary offering shallbe conducted during the period from the pricing date to the date on which 180 days have elapsed from thedelivery due date of the primary offering.
In the event of the above, SMBC Nikko Securities Inc. is scheduled to have the authority to cancel the concerned
restriction, in whole or in part, or shorten the concerned restriction period at its discretion.
(2) With the primary offering, marimo REIT has reached an agreement with SMBC Nikko Securities Inc. to the effectthat, without the prior written consent of SMBC Nikko Securities Inc., no issuance of marimo REIT investment
units (provided, however, that this shall exclude issuance of marimo REIT investment units through the third-party
allotment and split of investment units) shall be conducted 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. has the authority to cancel the concerned restriction, in
whole or in part, or shorten the concerned 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 secondaryoffering of investment units of marimo REIT, and has not been prepared for the purpose of soliciting investment. Investors should
ensure that they have read the prospectus for the issuance of new investment units and secondary offering of investment units, aswell as any amendments thereto, prepared by marimo REIT before investing and make investment decisions at their own discretion.

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