Make The World
More Sustainable[Provisional Translation Only]
This English translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

March 16, 2023
IssuerIchigo Hotel REIT Investment Corporation (“Ichigo Hotel,” 3463)
1-1-1 Uchisaiwaicho, Chiyoda-ku, Tokyo
Representative: Eriko Ishii, Executive Director
www.ichigo-hotel.co.jp/en
Asset Management Company
Ichigo Investment Advisors Co., Ltd.
Representative: Hiroshi Iwai, President
Inquiries: Hidehito Iwasaka, Head of Ichigo Hotel
Tel: +81-3-3502-4892

Issuance of New Shares and Secondary Share Offering
Ichigo Hotel’s Board of Directors decided today to issue new shares via a public
offering and conduct an over-allotment secondary share offering (“Greenshoe”) with theunderwriters in support of this new share issuance.
1. Issuance of New Shares through Public Offering(1) Number of shares to be offered

107,620 shares(2) Paid-in amount (issue amount)

The paid-in amount will be determinedat a Board of Directors meeting held
between March 27, 2023 and March 29,2023 (the “Pricing Date”).

(3) Total paid-in amount (total issue amount) To be determined(4) Offering price

To be determined
The shares will be offered as a public
offering and underwritten in full by agroup of underwriters (including joint
lead managers) (collectively,“Underwriters”) .The offering price ofthe public offering will be calculated bymultiplying the closing price of Ichigo
Hotel’s shares on the Tokyo Stock
Exchange (“TSE”) on the Pricing Date(or the closing price on the day
preceding the Pricing Date in the event
there is no closing price) by a factor of
0.90~1.00 (rounded off to the nearest
one yen), and will be determined inDisclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new shares and secondary offering ofshares via over-allotment, and is not an offer to sell or a solicitation of any offer to buy the securities of Ichigo Hotel in the United States or elsewhere. Any
investment decision should be made based upon your own judgment. The shares of Ichigo Hotel may not be offered or sold in the United States without registrationor an exemption from registration under the United States Securities Act of 1933, as amended (the “Securities Act”). Ichigo Hotel will not undertake any offering or
sale in the United States, public or otherwise, of shares, which have not been and will not be registered under the Securities Act.

1

consideration of demand and otherfactors.
(5) Total offering amountTo be determined(6) Offering method

The shares will be offered as a public
offering and underwritten in full by the
Underwriters.
Some of the above shares forsubscription may be sold to international
investors in overseas markets mainly inEurope and Asia (excluding the UnitedStates and Canada).

(7) Underwriting agreement

The Underwriters will pay Ichigo Hotelthe total paid-in amount on the “Payment
date” below. The difference between the
total issue amount and the total offering
amount shall be the Underwriters’
proceeds. Ichigo Hotel will not pay any
commission to the Underwriters.

(8) Subscription period

The business day following the Pricing
Date(9) Application margin payment date

From the business day following thePricing Date to the second business day
following the Pricing Date(10) Subscription unit

One share or more in single sharemultiples(11) Payment date

A date between March 31, 2023 andApril 4, 2023 that is four business days
following the Pricing Date(12) Delivery date

The business day following the payment
date(13) The issue amount, the offering price, and other necessary items relating to theissuance of new shares will be decided at a Board of Directors meeting to be held
later. Amendments prior to the determination will be delegated to the Executive
Officers.
(14) The aforementioned items will be subject to the effectiveness of the procedures inaccordance with the Financial Instruments and Exchange Act.
2. Over-Allotment Secondary Share Offering by Underwriter (“Greenshoe”)(1) Seller

The designated underwriter(2) Number of shares to be offered

5,380 sharesThis is the maximum number of sharesthat may be issued through theDisclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new shares and secondary offering ofshares via over-allotment, and is not an offer to sell or a solicitation of any offer to buy the securities of Ichigo Hotel in the United States or elsewhere. Any investment
decision should be made based upon your own judgment. The shares of Ichigo Hotel may not be offered or sold in the United States without registration or an
exemption from registration under the United States Securities Act of 1933, as amended (the “Securities Act”). Ichigo Hotel will not undertake any offering or sale in
the United States, public or otherwise, of shares, which have not been and will not be registered under the Securities Act.

2

Greenshoe. Depending on demand andother factors, there may be cases where
this number is reduced or the Greenshoe
itself is not held at all. The number ofshares to be offered through theGreenshoe will be determined at a Boardof Directors meeting on the Pricing Date.
(3) Distribution price

To be determined (The offer price will
be determined on the Pricing Date andshall be the same as the offering pricefor the public offering.)(4) Total distribution amountTo be determined(5) Offering method

The designated underwriter will offer theshares borrowed from Ichigo Inc.
(“Ichigo”) shareholders (maximum:
5,380 shares), depending on demand andother factors.

(6) Subscription period

Same as the subscription period for the
public offering as described in Section 1(8) above(7) Application margin payment dateSame as the subscription period for the
public offering as described in Section 1(9) above(8) Subscription units

One share or more in single sharemultiples(9) Delivery dateSame as the delivery date for the public
offering as described in Section 1 (12)above(10) The distribution price and other items necessary for the Greenshoe will be
determined at a Board of Directors meeting to be held later. Amendments prior
to the determination will be delegated to the Executive Officers.
(11) Each of the aforementioned items shall be subject to the effectiveness of theprocedures in accordance with the Financial Instruments and Exchange Act.
3. Issuance of New Shares to be Offered via Third-Party Allotment(1) Number of shares to be offered

5,380 shares(2) Allottee and number of shares
to be issued to the allottee

The designated underwriter
5,380 shares(3) Paid-in amount (issue amount)

To be determined (The paid-in amountwill be determined on the Pricing Dateat the Board of Directors meeting andwill be same as the issue amount forthe public offering.)

Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new shares and secondary offering ofshares via over-allotment, and is not an offer to sell or a solicitation of any offer to buy the securities of Ichigo Hotel in the United States or elsewhere. Any investment
decision should be made based upon your own judgment. The shares of Ichigo Hotel may not be offered or sold in the United States without registration or an
exemption from registration under the United States Securities Act of 1933, as amended (the “Securities Act”). Ichigo Hotel will not undertake any offering or sale in
the United States, public or otherwise, of shares, which have not been and will not be registered under the Securities Act.

3

(4) Total paid-in amount (total issue amount)

To be determined(5) Subscription period (Subscription date)

April 25, 2023

(6) Subscription units

One share or more in single sharemultiples(7) Payment date

April 26, 2023

(8) The paid-in amount and other items necessary for the Third-party allotment will
be determined at a Board of Directors meeting to be held later. Amendments prior
to the determination will be delegated to the Executive Officers.
(9) If there are no subscriptions for all or a part of the shares on or before thesubscription period described in (5) above, the issuance of such shares will becanceled.
(10) If the public offering is suspended, the Third-party allotment will also be
suspended.
(11) Each of the aforementioned items will be subject to the effectiveness ofprocedures in accordance with the Financial Instruments and Exchange Act.

Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new shares and secondary offering ofshares via over-allotment, and is not an offer to sell or a solicitation of any offer to buy the securities of Ichigo Hotel in the United States or elsewhere. Any investment
decision should be made based upon your own judgment. The shares of Ichigo Hotel may not be offered or sold in the United States without registration or an
exemption from registration under the United States Securities Act of 1933, as amended (the “Securities Act”). Ichigo Hotel will not undertake any offering or sale in
the United States, public or otherwise, of shares, which have not been and will not be registered under the Securities Act.

4

Reference Information
1. Details of the Greenshoe and Third-party allotment
The designated underwriter may implement a secondary offering of shares (up to a
maximum of 5,380 shares) borrowed from Ichigo’s shareholders based on demand. The
number of shares under the over-allotment secondary offering may vary based on
demand, and the Greenshoe itself may not be held.
In order for the designated underwriter to acquire the shares needed to return the
borrowed shares offered in the Greenshoe, Ichigo Hotel’s Board of Directors has
resolved to issue 5,380 new shares via Third-party allotment to the underwriter, withthe underwriter as the allottee. The payment date is designated as April 26, 2023.
In order to return the borrowed shares used in the Greenshoe the designated underwriter
may also purchase shares up to the number in the Greenshoe in the TSE market (the“syndicate covering transaction”) from the day following the close of the subscription
period until April 24, 2023 (the “syndicate covering transaction period”). All of theshares purchased by the designated underwriter through the syndicate coveringtransaction will be used to return the borrowed shares. At its own discretion, thedesignated underwriter may choose not to conduct the syndicate covering transaction or
choose to end the syndicate covering transaction with a total number of shares that issmaller than the number offered through the Greenshoe.
Moreover, the designated underwriter may conduct stabilizing transactions in relation to
the public offering and the Greenshoe. The shares purchased through such stabilizing
transactions may be used, in whole or in part, to return the borrowed shares.
The designated underwriter, as the allotee of the Third-party allotment, intends to agreewith the allotment via the Third-party allotment for the following number of shares: theshares in the Greenshoe minus the shares purchased by the designated underwriter
through the stabilizing transactions and the syndicate covering transaction. As a result,
there may be cases in which there will be no subscription either in whole or in part tothe shares offered in the Third-party allotment and, accordingly, the final number ofshares issued via the Third-party allotment may decrease due to forfeiture of rights orsuch issuance itself will not take place at all.
Whether or not the Greenshoe will be conducted as well as the number of shares thatwill be offered will be determined on the Pricing Date. If the Greenshoe will not be
conducted, the designated underwriter will not borrow any shares from shareholders.
Subsequently, there will be no subscription by the designated underwriter to the shares
offered in the Third-party allotment, and accordingly, the shares shall not be issued in
the Third-party allotment due to forfeiture of rights. Further, there will be no syndicate
covering transaction at the TSE.
The designated underwriter will conduct these aforementioned transactions inaccordance with consultations with the other joint lead manager.

Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new shares and secondary offering ofshares via over-allotment, and is not an offer to sell or a solicitation of any offer to buy the securities of Ichigo Hotel in the United States or elsewhere. Any investment
decision should be made based upon your own judgment. The shares of Ichigo Hotel may not be offered or sold in the United States without registration or an
exemption from registration under the United States Securities Act of 1933, as amended (the “Securities Act”). Ichigo Hotel will not undertake any offering or sale in
the United States, public or otherwise, of shares, which have not been and will not be registered under the Securities Act.

5

2. Change in Number of Shares Outstanding After New IssuanceTotal number of shares outstanding
Increase in shares from public offering
Total number of shares outstanding after public offering
Increase in shares from the Third-party allotment
Total number of shares after the Third-party allotment
1

254,974 shares
107,620 shares
362,594 shares
5,380 shares1
367,974 shares1

Assumes that the designated underwriter subscribes to all the shares offered in the
Third-party allotment and that all such shares are issued.

3. New Issuance Rationale
In order to maximize shareholder value via the further diversifying its portfolio anddriving income stability and earnings growth, and based on a comprehensive analysis ofmarket trends and dividend per share, Ichigo Hotel is acquiring five hotels in line with
the Investment Trust and Investment Corporation Law Article 2, Clause 1 (1951 Law,
Act No. 198, including subsequent revisions) using proceeds from the new shareissuance, a syndicated loan from partner banks, and cash-on hand, as announced intoday’s release “Acquisition of Five Hotel Assets.”
Today’s acquisitions will grow Ichigo Hotel’s portfolio to 30 hotels (total acquisition
price JPY 69.8 billion), and contribute to increasing liquidity.
4. Electronic Delivery of Prospectus
The Underwriters will provide all of the prospectuses for the public offering and theGreenshoe by means of electronic delivery, rather than delivery of printed documents.
(Note) The electronic delivery of the prospectus refers to the provision of the prospectus
by electronic or magnetic means. When the prospectus provider provides the prospectus
by electronic or magnetic means with the consent of the prospectus recipient, theprospectus is deemed to have been delivered (Financial Instruments and Exchange Act
Article 27-30-9, Clause 1 and Cabinet Office Order on Disclosure of Information on
Regulated Securities Article 32-2, Clause 1). Although the prospectus cannot bedelivered electronically if the prospectus recipient does not provide consent, or consent
is withdrawn (Cabinet Office Order on Disclosure of Information on Regulated
Securities Article 32-2, Clause 7), for public offerings and secondary offerings via
over-allotment, the underwriters will only sell shares to investors who have provided
consent and have not withdrawn their consent.
5. Amount to be Procured & Use of Proceeds and Timing(1) Amount to be procured (net proceeds) JPY 12,087,000,000 (maximum)
This amount represents the sum of JPY 11,512,000,000 in net proceeds Ichigo Hotelwill receive from the public offering and the maximum amount of JPY 575,000,000
Ichigo Hotel will receive from the Third-party allotment, estimated based on the closing
price of Ichigo Hotel shares in regular trading at the TSE on March 8, 2023.

(2) Use of proceeds and timing
Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new shares and secondary offering ofshares via over-allotment, and is not an offer to sell or a solicitation of any offer to buy the securities of Ichigo Hotel in the United States or elsewhere. Any investment
decision should be made based upon your own judgment. The shares of Ichigo Hotel may not be offered or sold in the United States without registration or an
exemption from registration under the United States Securities Act of 1933, as amended (the “Securities Act”). Ichigo Hotel will not undertake any offering or sale in
the United States, public or otherwise, of shares, which have not been and will not be registered under the Securities Act.

6

Ichigo Hotel plans to use the net proceeds from the public offering to acquire the hotel
assets specified in today’s release “Acquisition of Five Hotel Assets.” The proceedsfrom the Third-party allotment will be used to repay the loan financing the hotelacquisitions and fund future asset acquisitions.
(Note 1) Each of the aforementioned proceeds is calculated based on the closing price of
Ichigo Hotel shares in regular trading at the TSE on March 8, 2023.
(Note 2) The procured funds will be kept at financial institutions until disbursement.
6. Designated Allocation to Counterparties
The underwriters, as designated by Ichigo Hotel, plan to allocate a maximum of 10,000
shares (if the total acquisition price exceeds JPY 1 billion, the total number of shares
will be JPY 1 billion divided by the offering price) to Ichigo.
7. Earnings Impact
Ichigo Hotel’s July 2023 and January 2024 fiscal period earnings forecasts are detailed
in today’s release “January 2023 Fiscal Period Earnings Results Versus Forecast andEarnings Forecast Revision for the July 2023 Fiscal Period” and “January 2023 Fiscal
Period Earnings,” respectively.
8. Financial Results for the Past Three Fiscal Periods and Equity Financing History(1) Financial results for the past three fiscal periods1
Net Income per ShareDividend per Share
Payout Ratio
Net Assets per Share

January 2022
JPY 1,345
JPY 1,345
100%
JPY 125,270

July 2022
JPY 1,417
JPY 1,418
100.1%
JPY 125,342

January 2023
JPY 2,311
JPY 2,311
100.0%
JPY 126,236

Note: Although the January 2023 fiscal period has been independently audited pursuant
to the Investment Trust and Investment Corporation Law Article 130, the independent
audit of the financial statements pursuant to the Financial Instruments and Exchange
Law Article 193-2, Clause 1 has not been completed.
(2) Recent share price(i) Share price in the last three fiscal periods
Opening Price
Highest Pric2
Lowest Price
Closing Price

January 2022
JPY 89,700
JPY 97,500
JPY 73,600
JPY 77,100

July 2022
JPY 77,300
JPY 98,200
JPY 76,500
JPY 93,900

January 2023
JPY 94,600
JPY 115,200
JPY 93,500
JPY 114,100

Note: The opening price, highest price, and lowest price are based on the closing
price of Ichigo Hotel’s shares in regular trading at the TSE.

Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new shares and secondary offering ofshares via over-allotment, and is not an offer to sell or a solicitation of any offer to buy the securities of Ichigo Hotel in the United States or elsewhere. Any investment
decision should be made based upon your own judgment. The shares of Ichigo Hotel may not be offered or sold in the United States without registration or an
exemption from registration under the United States Securities Act of 1933, as amended (the “Securities Act”). Ichigo Hotel will not undertake any offering or sale in
the United States, public or otherwise, of shares, which have not been and will not be registered under the Securities Act.

7

(ii) Share price in the last six months(JPY)
Mar 20232
115,600
117,400
112,700
113,100

Oct 2022 Nov 2022 Dec 2022 Jan 2023 Feb 2023
Opening Price
102,200
108,600
102,600
106,000
116,400
1
Highest Price
108,300
108,600
110,200
115,200
119,100
1
Lowest Price
99,60099,900101,800
104,800
112,100
Closing Price1
107,000
102,500
108,000
114,100
119,100
1
The opening price, the highest price, and the lowest price are based upon the closing
price of Ichigo Hotel’s shares in regular trading at the TSE.
2
The share price for March 2023 is as of March 15, 2023.
1(iii) Share price on the business day prior to the issuance resolution date
Opening Price
Highest Price
Lowest Price
Closing PriceMarch 15, 2023
JPY112,400
JPY114,900
JPY112,400
JPY113,100(3) Equity financing conducted in the past three fiscal periods
N/A
9. Restrictions on Sale and Additional Issuance of Shares (Lock-Up)(1) The Joint Lead Managers will request Ichigo Inc. to agree that it will not sell the
6,500 shares it owned prior to the public offering and the 10,000 shares(maximum) to be acquired via the public offering during the period starting on thepricing date and until after 180 days from the delivery date without the priorwritten consent from the Joint Lead Managers (excluding the lending of shares inrelation to the over-allotment secondary offering). The Joint Lead Managers
reserve the right, at their own discretion, to revoke all or part of the above sale
restriction as well as to shorten the duration of the restriction..
(2) Ichigo Trust Pte. Ltd. has agreed with the joint lead managers that it will not sellshares during the period from the pricing date to 45 days from the delivery date
without prior written consent from the joint lead managers. The joint leadmanagers retain the right to lift a part of or all of this restriction during the
restriction period or shorten the restriction period at its own discretion.
(3) Ichigo Hotel has agreed with the joint lead managers that it will not issue shares
during the period from the pricing date to 90 days from the delivery date without
prior written consent from the joint lead managers (excluding public offerings,
issuance of shares via Third-party allotments, and issuance of shares via
stock-splits). The joint lead managers retain the right to lift a part or all of thisrestriction during the restriction period or shorten the restriction period at its own
discretion.

Disclaimer: This press release has been prepared for the purpose of announcing to the public certain matters relating to the issuance of new shares and secondary offering ofshares via over-allotment, and is not an offer to sell or a solicitation of any offer to buy the securities of Ichigo Hotel in the United States or elsewhere. Any investment
decision should be made based upon your own judgment. The shares of Ichigo Hotel may not be offered or sold in the United States without registration or an
exemption from registration under the United States Securities Act of 1933, as amended (the “Securities Act”). Ichigo Hotel will not undertake any offering or sale in
the United States, public or otherwise, of shares, which have not been and will not be registered under the Securities Act.

8