Translation Purposes Only

July 29, 2024
For Immediate Release
Real Estate Investment Trust Securities Issuer
1-11-30 Akasaka, Minato-ku, TokyoXYMAX REIT Investment Corporation
Representative:
Yasushi Yamaguchi, Executive Director(Securities Code: 3488)
Asset Management Company
XYMAX REAL ESTATE INVESTMENT ADVISORS Corporation
Representative:
Hideki Fukae
Representative Director and President
Contact:
Tatsuya Nakayama
Head of REIT Management Department
TEL: +81-3-5544-6880

Notice Concerning the Transfer of Domestic Real Estate Trust Beneficiary Rights (XYMAX Mita Building)

XYMAX REIT Investment Corporation (hereinafter “XYMAX REIT”) hereby announces that XYMAX REAL ESTATEINVESTMENT ADVISORS Corporation (hereinafter the “Asset Management Company”), the asset managementcompany to which XYMAX REIT entrusts the management of its assets decided to transfer the asset (hereinafter referred
to as the "Transfer") as follows.

1.

Overview of the Transfer(1) Asset to be Transferred：Beneficiary right in a trust in which real estate is the trust
property：XYMAX Mita Building：890 million yen：704 million yen：185 million yen(2) Property Name
(3) Scheduled Transfer Price (Note 1)(4) Book Value (Note 2)(5) Difference between the ScheduledTransfer Price and Book Value (Note 3)(6) Decision Date of the Transfer：July 29, 2024
(7) Date of the Purchase and Sale Agreement：July 31, 2024
(8) Scheduled Transfer Date & Payment Receipt Date ：September 3, 2024
(9) Transferee：Undisclosed (Note 4)(10) Presence of an Intermediary：Please refer to '6. Overview of the Brokerage' below.
(11) Use of Transfer Proceeds：Please refer to '2. Reason for the Transfer' below.
(12) Settlement Method：A deposit (Note 5) of 91,920 thousand yen is received on
the Date of the Purchase and Sale Agreement, and the fullbalance is received on the Scheduled Transfer Date.
(Note 1) 'Scheduled Transfer Price' is the sales price of the Asset to be Transferred as stated in the Purchase and Sale Agreement (excluding
consumption tax, local consumption tax, transfer expenses, settlement amount of fixed property tax and city planning tax, and othervarious expenses), rounded down to the nearest million yen.
(Note 2) 'Book Value' is the amount as of the end of the 12th period, February 2024, rounded down to the nearest million yen.
(Note 3) ‘Difference between the Scheduled Transfer Price and Book Value’ is a reference figure calculated as such, and differs from the gain or loss
on transfer.
(Note 4) It is undisclosed because consent for disclosure has not been obtained.
(Note 5) The deposit only has the nature of a contract deposit and does not have the nature of a cancellation deposit.

2.

Reason for the Transfer
XYMAX REIT is advancing the expansion of asset size through the acquisition of new properties that meet theinvestment criteria in the Asset Management Company's operation guidelines, while considering current and future
real estate market trends, and the individual characteristics of each property (current profitability, future
profitability outlook, age, and area, etc.), comprehensively. The policy is to improve the quality of the portfolio
through the sale of owned properties and the replacement of assets, and to return the gains from sales to investors.
Based on the current profitability characteristics of the portfolio, XYMAX REIT is selecting properties with highrevenue growth potential among those for which the Asset Management Company has the right of first refusal andis making concrete considerations for acquisition of new asset.
In such considerations, utilization of proceeds generated by dispositions of owned properties and exchange basedon the characteristics of each owned property and the suitability in exchanging them with such properties are also
being considered. The Asset to be Transferred has been selected as a candidate for sale. The reasons for selecting
the s Asset to be Transferred are as follows:✓ With the aim of improving profitability, after acquiring the right of first negotiation through the use of
the 'Bridge Scheme', we carried out renovation works on the rental spaces whenever vacancies occurred,
and as of today, renovation works on 9 out of 10 floors have been completed.
✓ As of today, we have achieved full occupancy and an approximately 38.9% increase in the average unit
rent compared to the start of the 'Bridge Scheme', thereby achieving revenue growth.
✓ The current office sales market is maintaining its robustness.
The search for potential buyers has been conducted utilizing the network of XYMAX TRUST Corporation, amember of the sponsor group.
As a result of the above activities, we received a purchase intention from the prospective transferee for thescheduled transfer asset at a level exceeding the appraised value and book value, and after considering the saleconditions etc. at the Asset Management Company, we decided on the Transfer.
XYMAX REIT plans to return the sales profits from the proceeds of the Transfer to the investment unit holders. In
addition, we will use the remaining proceeds, along with cash on hand and borrowings, to acquire properties
currently under consideration for acquisition, thereby expanding the asset size and aiming for long-term
improvement in investor value.

3.

Profile of the Asset to be Transferred
The overview of the Asset to be Transferred is as follows:
For explanations of the items listed in the table, please refer to Reference Material 2 “Explanation of Items
Concerning the Asset to be Transferred”.

PropertyName

XYMAX Mita Building

Scheduled Transfer Date
Scheduled Transfer PriceAppraised Value(As of the price point)
LocationTransportation
Land

Building

Lot Number
Building Coverage
Ratio
ZoningConstruction Date

Use
Architect
Building
Inspection Agency
ML Company
PM Company
Special Notes
There are no applicable items.

Category
OfficeProperty Number
OF-08
Overview of the Specified Asset
September 3, 2024
Type of Specified Asset
Trust Beneficiary Right
Mitsubishi UFJ Trust and Banking
Overview
890 million yen
TrusteeCorporationof Trust
Beneficiary Trust
771 million yen
End of June 2031
Right
(February 29, 2024)
Maturity Date
5-13-11 Shiba, Minato-ku, Tokyo
5 minutes walk from Mita Station on the Toei Mita Line and Toei Asakusa Line / 7 minutes walk from Tamachi Stationon the JR Yamanote Line and other lines
137.02 ㎡
5-3-39 Shiba, Minato-ku, Tokyo
Site Area
80%

Floor Area Ratio

600%

Commercial Area

Ownership TypeMay 31, 1991

Structure & Floors

OfficeKOKEN ARCHITECTS, Inc.

Total Floor Area
Constructor

Ownership
Steel-framed flat-roofed 10-story
building
799.78 ㎡
TOSEI CONSTRUCTION Co., Ltd.

Minato Ward Chief Architect

Ownership Type

OwnershipXYMAX Corporation
XYMAX Corporation

ML TypePass-through type

Outline of Leases
741.41 ㎡
741.41 ㎡
Leasable Area
Leased Area
Occupancy Rate
100%
Number of Tenants
9
Annual Rent
44 million yen
Security Deposit
15 million yen
Profit and Loss Information (Combined actual figures for Fiscal Periods ended August 2023 and February 2024)
Leasing Business Income
28 million yen
NOI
12 million yen
Leasing Business Profit
8 million yen
Fiscal Period
Fiscal Period
Fiscal Period ended
Fiscal Period ended
Fiscal Period ended
ended
ended
February 2022
February 2023
February 2024
Occupancy Rate History
August 2022
August 2023
100%
69.2%
69.2%
79.4%
79.4%

Outline of the Appraisal Report
Property NameXYMAX Mita Building

Appraised Value

771,000 thousand yen

Name of the Appraiser

Japan Real Estate Institute

Appraisal Date

February 29, 2024
Item

Value based on the Income Approach
Value based on the Direct Capitalization
Method(1) Operating Revenue

Detail (in thousand yen)
771,000

Summary etc.
Assessed using both the Direct Capitalization Method and the DCF Method.

771,000
44,202(①-②)①

Potential Gross Revenue

46,521

Assessed based on the average rent etc. under the current lease contract, the levelof new rent etc. assumed for leasing the subject property anew, and the attributesof the tenants in residence.

②

Loss from Vacancy, etc.

2,319

Assessment of the mid to long-term stable occupancy rate level based on theoperational status and supply and demand trends of similar properties in similarareas within the same supply and demand sphere, including the past operational
status and future trends of the target property.

(2) Operating Expenses

12,766(a. +b. +c. +d. +e. +f. +g. +h.)a.

Maintenance and Management

3,780

Expenses

Accounted for based on past fiscal year actual amounts and maintenance andmanagement expenses of similar properties, considering the individuality of thetarget property.

b.

Utility Expenses

2,200

c.

Repair Expenses

1,570

Accounted for based on past fiscal year actual amounts, considering theoccupancy rate of the leased space, etc.
Accounted for considering future management and operation plans, cost levelsof similar properties, and the annual average amount of repair and renewal
expenses in the ER.

d.

PM Fee1,800

e.

Tenant Leasing Expenses, etc.

347

Accounted for considering the fee rate in similar properties and the individualityof the target property.
Accounted for the annual average amount assessed based on the expected
turnover period of tenants.

f.

Taxes and Public Dues

2,974

g.

Insurance Premium95

Tax amount accounted for considering related materials and the content ofburden adjustment measures.
Accounted for considering the insurance premium based on the insurance
contract and the insurance premium rate of buildings similar to the target
building.

h.

Other Expenses

0(3) Net Operating Income

31,436

There are no particular expenses to be accounted for.

((1)-(2))(4) Gain from investment of deposits

108

Assessed with an investment yield of 1.0%.

(5) Capital Expenditures

3,772

Assessed considering the level of capital expenditures in similar properties, years
since construction, and the annual average amount of repair and renewal
expenses in the ER.

Net Income

27,772((3)+(4)-(5))
Capitalization Rate

3.6%

Assessed by adding or subtracting the spread due to the location conditions,building conditions, and other conditions of the target property to the yield thatserves as a benchmark for each district, while considering future uncertainties
and transaction yields of similar properties

DCF Method based Value

771,000

Discount Rate

3.3%

Terminal Capitalization Rate

3.6%

Assessed comprehensively considering the investment yield of similar
properties and the individuality of the target property.
Assessed comprehensively considering the transaction yield of similar
properties, future trends of investment yield, risks of the target property as aninvestment, general forecasts of future economic growth rates, and trends in realestate prices and rents.

Value based on the Cost Approach

674,000

Land Ratio

89.9%

Building Ratio

10.1%

Other matters considered by the appraiser upon None in particular.
appraisal

4.

Overview of the Transferee
The Transferee is a domestic general business company, but due to unavoidable circumstances, it is undisclosed
because consent for disclosure has not been obtained from the Transferee. Furthermore, as of today, there are no
capital relationships, personal relationships, or transactional relationships to be noted between XYMAX REIT, theAsset Management Company, and the Transferee, nor is the Transferee a related party of XYMAX REIT or the AssetManagement Company

5.

Transactions with Interested Parties
The brokerage service contractor for the Transfer, XYMAX TRUST Corporation, is categorized as a “parent
company, etc.” of the Asset Management Company, and is considered as an interested party as defined in Article 201,
Paragraph 1 of the Act on Investment Trusts and Investment Corporations (Law No. 198 of 1951, including
subsequent amendments) and Article 123 of the Enforcement Order of the Act on Investment Trusts andInvestment Corporations (Government Ordinance No. 480 of 2000, including subsequent amendments), as well as
in the REIT Interested Party Transaction Management Regulations of the asset management company. Therefore,in concluding the brokerage contract related to the sale and purchase of trust beneficiary rights, the AssetManagement Company has followed the procedures required by the said REIT Interested Party Transaction
Management Regulations, including necessary deliberations and resolutions.

6.

Overview of the Brokerage
Name
Location
Title and Name ofRepresentative
Business Description

XYMAX TRUST Corporation
1-1-1 Akasaka, Minato-ku, Tokyo
President and Representative Director Motoyuki Oyama(1) Management and operation of office buildings, retail facilities, and othertype of real estate(2) Planning, design, construction, supervision, contracting, and consulting
services related to buildings, construction, and equipment construction(3) Ownership, sale, purchase, leasing, supervision and brokerage of realestate, agency services, and appraisal of real estate
30 million yen (as of the end of March 2024)
November 1, 2005
XYMAX Corporation (100%)

CapitalDate of Establishment
Major Shareholders andShareholding ratio
Relationship between XYMAX REIT, the Asset Management Company, and the said company
Capital Relationship
The said company is a 100% subsidiary of XYMAX Corporation, which is a 100%
subsidiary of XYMAX GROUP Corporation, the parent company of the Asset Management
Company. As of today, XYMAX GROUP Corporation holds 5.00% of the total issued
investment units of XYMAX REIT.
Personal Relations
Not applicable.
Business Relationship Not applicable.
To Related PartiesXYMAX GROUP Corporation, the parent company of XYMAX Corporation, which is the
Applicable Situation
parent company of the said company, is the parent company of the Asset Management
Company, and the said company is a related party of XYMAX REIT and the AssetManagement Company.
Breakdown and amount of Brokerage fees for the Transfer
brokerage fees, etc.
26,760,000 yen (excluding consumption tax, etc.)

7.

Matters concerning Forward Commitments, etc.
The Scheduled Transfer Date for the Transfer is September 3, 2024, and since it is a date more than one monthafter the Date of the Purchase and Sale Agreement, the Purchase and Sale Agreement falls under the Forward
Commitments, etc. (agreements for purchase and sale with a future date, where settlement and property delivery
are to be made after more than one month from the agreement conclusion, and other similar agreements) as definedin the 'Comprehensive Supervision Guidelines for Financial Instruments Business Operators, etc.' set by the Financial
Services Agency.
In the Purchase and Sales Agreement, if one party violates the agreed terms of the agreement, the other party may
demand a prompt cure of the violation within a reasonable period, and if such cure is not made within that period,or if it is clear that the purpose of the Purchase and Sales Agreement cannot be achieved due to such violation, theother party may cancel the agreement. Furthermore, if the Purchase and Sales Agreement is cancelled, a penalty
equivalent to 20% of the sales price (excluding the equivalent amount of consumption tax and local consumptiontax) can be claimed against the party in breach. Moreover, as XYMAX REIT is the seller and there are no concerns
regarding financing risks etc. related to the performance of the Purchase and Sales Agreement, the likelihood of
incurring damages and significantly affecting the finances of XYMAX REIT is considered to be extremely low.

8.

Future outlook
For the outlook on the operational status for the fiscal period ending February 2025 (September 1, 2024, toFebruary 28, 2025) due to the Transfer, please refer “Notice of Revision of Investment Forecast and Distribution
Forecast for the fiscal period ending February 2025 (14th Fiscal Period)”, the announcement dated today.

* XYMAX REIT website address: https://xymaxreit.co.jp/en/index.html(Reference press releases, etc.)
Announcement on July 29, 2024, “Notice of Revision of Investment Forecast and Distribution Forecast for the
fiscal period ending February 2025 (14th Fiscal Period)”“Supplementary materiasl” dated July 29, 2024
<Attachment>
Reference Material 1 Portfolio Status after the Transfer
Reference Material 2 Explanation of Items Concerning the Asset to be TransferredReference Material 1 Portfolio Status after the Transfer
Category

OfficeProperty
Number

Property name

Investment
ratio (%)
(Note 2)

Minato Ward, Tokyo

February 16, 2018

2,500

5.8

OF-02

XYMAX Iwamotocho Building

Chiyoda Ward, Tokyo

February 16, 2018

4,250

9.9

OF-03

XYMAX Shinjuku Gyoen Building

Shinjuku Ward, Tokyo

February 16, 2018

5,020

11.7

OF-04

XYMAX Kamiyacho Building

Minato Ward, Tokyo

February 16, 2018

880

2.1

OF-05

XYMAX Higashi-Azabu Building

Minato Ward, Tokyo

February 16, 2018

1,550

3.6

OF-06

XYMAX Higashi-Ueno Building

Taito Ward, Tokyo

February 16, 2018

1,150

2.7

OF-07

XYMAX Hachioji Building

Hachioji City, Tokyo

February 16, 2018

2,600

6.1

OF-09

XYMAX Sapporo Odori Building

Sapporo City, Hokkaido

March 2, 2022

4,707

11.0

OF-10

XYMAX Kiba Park Building

Koto Ward, Tokyo

March 2, 2022

2,003

4.7

―

24,66057.6

February 16, 2018

4,100

9.6

February 16, 2018

790

1.8

February 16, 2018

3,100

7.2

September 1, 2020

1,065

2.5

July 1, 2021

540

1.3

January 31, 2022

3,245

7.6

―

12,84030.0

February 16, 2018

4,400

10.3

―

4,400

10.3

March 2, 2022

901

2.1

―

―

901

2.1

―

―

42,801

100.0

RT-01

Muza Kawasaki

RT-02

Life Kawasaki Miyuki Store

RT-03

Vita Seiseki-Sakuragaoka

RT-04

Life Fukuizumi Store

RT-06

HT-01

Hotel Vista Sendai
Subtotal

OT-02―
Kawasaki City, Kanagawa
Prefecture
Kawasaki City, Kanagawa
Prefecture
Tama City, Tokyo

Sakai City, Osaka
Prefecture
The Parkhouse Totsuka Front (1st & 2nd Yokohama City, Kanagawa
Floor Commercial Area)
Prefecture
Valor Kachigawa Store (Leasehold Land) Kasugai City, Aichi(Note 3)Prefecture
Subtotal

OthersAcquisition price(million yen)
(Note 1)XYMAX Nishishinbashi Building

RT-05

Hotel

Date of acquisition

OF-01

Subtotal

RatailLocation

L-Place Nishi-Kasai
Subtotal
Total―
Sendai City, Miyagi
Prefecture―
Edogawa Ward, Tokyo(Note 1) “Acquisition Price” is the amount of the purchase price of real estate, etc., as stated in the purchase and sale agreement for each asset,
excluding various costs required for the acquisition of the asset (brokerage fees, public dues, etc.), rounded down to the nearest million yen.
The purchase price does not include consumption tax and local consumption tax.
(Note 2) “Investment Ratio” is the percentage of the acquisition price of each asset relative to the total acquisition price of the assets, rounded to thenearest second decimal place.
(Note 3) The acquisition price for Valor Kachigawa Store (Leasehold Land) is based on the 50% quasi-co-ownership interest in the real estate trust
beneficiary rights held by XYMAX REIT.

Reference Material 2 Explanation of Items Concerning the Asset to be Transferred(A) Explanation of the “Category” and “Property Number” columns
・“Category” indicates whether the asset is an office, retail, hotel, or other, targeted for investment by thisinvestment corporation.
・“Property Number” is classified and numbered as OF for offices, RT for retail, HT for hotels, and OT for others.
(B) Explanation of the “Overview of the Specified Asset” column
・“Scheduled Transfer Date” indicates the scheduled date of transfer of the trust beneficiary rights as stated in thesales contract for the Asset to be Transferred.
・“Type of Specified Asset” describes the type of real estate or related assets as specific assets.
・“Scheduled Transfer Price” is the purchase price (excluding consumption tax, local consumption tax, and various
fees such as brokerage fees) as stated in the purchase and sale agreement for the s Asset to be Transferred
rounded down to the nearest million yen.
・“Appraisal Value (As of the price point)” indicates the appraisal value stated in the real estate appraisal reportobtained from the Japan Real Estate Institute for the scheduled asset for transfer.
・“Overview of Trust Beneficiary Right” describes the content of the trust agreement concluded with the trustee
regarding the Asset to be Transferred.
・“Location” is indicated by the residential address, in principle.
・"Transportation" refers to the time it takes to walk from the nearest station at a speed of 80 meters per minute(rounded up to the nearest whole number) or the time stated in the real estate appraisal or building conditionassessment report.
・The "Lot Number" of the land refers to the location of the building(s) as registered in the real estate registry (incases of multiple locations, one of them is listed).
・The "Site Area" of the land is based on the description in the real estate registry (including the area of any leasedland), and may not match the current situation.
・The "Building Coverage Ratio" of the land is, in principle, the ratio of the building area to the site area as definedin Article 53 of the Building Standards Act (Act No. 201 of 1950, including subsequent amendments, hereinafterreferred to as the ""Building Standards Act""), and it lists the maximum building coverage ratio (specified
building coverage ratio) determined by urban planning according to the use district, etc. (in cases of multiple
ratios, each of them is listed). The specified building coverage ratio may be relaxed, increased, or decreased due
to reasons such as being a fire-resistant building in a fire prevention area, and may differ from the building
coverage ratio actually applied.
・The "Floor Area Ratio" of the land is the ratio of the total floor area of a building to the site area as defined in Article
52 of the Building Standards Act, and it lists the maximum floor area ratio (specified floor area ratio) determinedby urban planning according to the use district, etc. (in cases of multiple ratios, each of them is listed). The
specified floor area ratio may be relaxed, increased, or decreased due to reasons such as the width of the roadconnected to the site, and may differ from the floor area ratio actually applied.
・The "Zoning" of the land is listed according to the types of use districts specified in Article 8, paragraph 1, item 1of the City Planning Act (Act No. 100 of 1968, including subsequent amendments) (in cases of multiple types,
each of them is listed).
・The "Ownership Type" of the land and buildings is described by the type of rights held by this investment
corporation.
・The "Construction Date" of the building is the date of new construction of the main building as registered in thereal estate registry.
・The "Structure & Floors" of the building are based on the description in the real estate registry for the mainbuilding.
・The "Use" of the building is based on the description of the type of building in the real estate registry for the mainbuilding.
・The "Total Floor Area" of the building includes the floor area of the annex buildings, based on the description in
the real estate registry.
・The "Architect," "Constructor," and "Building Inspection Agency" of the building are listed by the company names
at the time of design, construction, and inspection for the main building.
・The "ML company" and "PM company" refer to the master lease company and PM company for the assets
scheduled for transfer. Furthermore, the "type of ML" is listed as either pass-through, fixed rent, or variable rent
for the assets scheduled for transfer.
・"Special Notes" include matters considered important as of today regarding the rights and usage of the assets
scheduled for transfer, as well as factors affecting the valuation, profitability, and disposability of the assets.
(C) Explanation of the "Outline of Leases" section
・The "Leasable Area" is the total of the rental area based on the lease agreements and the building plans attachedto the lease agreements for the assets scheduled for transfer as of the end of June 2024, including the area of any
vacant parts.
・The "Leased Area" is the total rental area based on the lease agreements and the building plans attached to thelease agreements for the assets scheduled for transfer as of the end of June 2024. In cases where a master leaseagreement has been concluded for the assets scheduled for transfer, the total area actually leased under the leaseagreements with the end tenants is stated, rounded to the nearest third decimal place.
・“Occupancy Rate” is stated as the percentage of leased area to leasable area for the assets scheduled for transfer
as of the end of June 2024, rounded to the nearest second decimal place.
・“Number of Tenants” is stated as the total number of tenants for the assets scheduled for transfer as of the end ofJune 2024, based on each lease agreement (in the case of pass-through master lease agreements, the number ofend tenants).
・“Annual Rent” is stated as the total amount of annual rent, including common service charges as specified in eachlease agreement for the assets scheduled for transfer as of the end of June 2024 (if only monthly rent is specified,
the total for one year calculated in accordance with the lease agreement), rounded down to the nearest million
yen.
・“Security Deposit” are stated as the total book value of deposits and guarantees recognized for the tenants who
have already moved in, for the assets scheduled for transfer as of the end of June 2024, rounded down to thenearest million yen. Furthermore, in cases where a master lease agreement has been concluded for the assets
scheduled for transfer, and the deposit amount is the same as the total amount of deposits, guarantees, andothers specified in the lease agreement with the end tenant, such total amount is stated, rounded down to thenearest million yen.